TPI_Composites_Inc - Chapter 11 APA Summary

Asset Purchase Agreement Summary

Parties Involved

• Sellers:
  • TPI Composites India Private Limited, a company organized under the laws of India (the "India Seller")
  • TPI Composites, Inc., a Delaware corporation ("TPI Parent")
  • Non-Debtor Seller Parties: TPI Global SSC India Private Limited
  • Debtor Seller Parties: TPI Technology, Inc.
• Purchaser: Vestas Wind Technology India Private Limited, a company incorporated under the laws of India
• Buyer Parent: Vestas Wind Systems A/S, a corporation incorporated under the laws of Denmark (solely for purposes of Article XII of the Asset Purchase Agreement)

Assets Being Sold

• The transaction involves the sale of substantially all of the assets of non-Debtor TPI Composites India Private Limited, certain assets of non-Debtor TPI Global SSC India Private Limited, and certain assets of the Debtors that are exclusively related to the business operations of TPI India.
• Transferred Assets include:
  • All leasehold interests under real property leases governing the Leased Real Property and related rights
  • All contracts of the India Seller, including the Transferred Leases
  • All Business Intellectual Property (if any), Business Technology, and Business Systems owned by the India Seller, and all Business Intellectual Property, Business Technology, and Business Systems owned by TPI Parent or any Debtor Seller Party
  • All Permits held or owned by India Seller or applicable to the Business or Transferred Assets, including Environmental Permits, to the extent transferable
  • All assets relating to Assumed Employee Plans
  • Transferred Books and Records, subject to applicable privacy laws and Data Protection Obligations
  • All manufacturing lines, production equipment, jigs, dies, fixtures, curing ovens, vacuum infusion systems, resin application systems, cranes, blade turning devices, sanding and trimming machines, painting and coating booths, balancing and testing equipment, and related machinery
  • All plant support systems, including HVAC, dust collection, compressed air, fire suppression, and safety systems
  • All personal property and interests therein, including furniture, furnishings, machinery, office equipment, computers, servers, networks, communications equipment, vehicles, handling and logistics equipment, and other tangible personal property
  • All inventory, including raw materials, consumables, works in progress, semi-finished and finished goods, packaging, supplies, replacement or component parts, safety stock, maintenance supplies, tooling, spares, and parts
  • All rights under non-disclosure or confidentiality, non-compete or non-solicitation contracts with Transferred Employees, current or former employees, service providers, or agents
  • All rights under warranties, representations, and guarantees made by suppliers, manufacturers, vendors, contractors, subcontractors, or other third parties, and credit support provided by such third parties
  • All accounts receivable outstanding as of immediately prior to the Effective Time (excluding certain specified receivables)
  • All claims, rights, or interests in any refund, rebate, abatement, or other recovery for Taxes in respect of Assumed Liabilities and any IN GST Refund
  • Any Business Insurance Policy and claims or rights thereunder, and claims and rights under Insurance Policies related to damage or loss affecting any Transferred Assets or Assumed Liabilities
  • All claims, causes of action, lawsuits, judgments, and demands pertaining to any Transferred Assets or Assumed Liabilities
  • Any Deposits related to the Business, Transferred Assets, or Assumed Liabilities, including Leased Real Property Deposits and Utility Deposits, and all credits, prepaid expenses, refunds, deferred charges, advance payments, prepaid items, and duties
  • The SIPCOT Arrangement, if and only if the applicable Government Authority provides its written consent to (A) the change in ownership of the assets of India Seller in connection with the Transactions and (B) the assignment of the SIPCOT Arrangement to Buyer
• Excluded Assets include:
  • All contracts other than those expressly assumed as Transferred Contracts
  • All accounts receivable or notes receivable primarily related to any Excluded Assets or due and owing from any Affiliate of the India Seller
  • Any equity securities or interests in any other Person
  • All Cash of the India Seller
  • Personal Data that is nontransferable under applicable law or Privacy Policies
  • All claims, rights, or interests in any refund, rebate, abatement, or other recovery for Taxes (other than in respect of Taxes that are Assumed Liabilities and IN GST Refunds)
  • All Tax Returns and related records
  • Insurance Policies (except as specifically transferred)
  • Permits the transfer of which is not permitted by applicable law or for which required consent has not been obtained
  • All rights under the Transaction Agreements
  • All assets relating to Employee Plans that are not Assumed Employee Plans
  • Corporate records, minute books, and stock records
  • Records and reports prepared solely in connection with the sale of the Business or the Transactions
  • All assets, including contracts, relating to the BladeAssure Product
  • Any warranties, representations, and guarantees pertaining to any Excluded Assets or rights and defenses pertaining to any Excluded Liabilities
  • The SIPCOT Arrangement, if the applicable Government Authority has not provided written consent to both the change in ownership and the assignment of the SIPCOT Arrangement
• Assumed Liabilities include:
  • All Liabilities arising under any of the Transferred Contracts and Transferred Leases, except to the extent such Liabilities are required to be performed on or prior to the Effective Time
  • All Liabilities relating to Buyer's ownership or operation of the Transferred Assets arising from events, facts, or circumstances that occur from and after the Effective Time
  • All Liabilities with respect to Transfer Taxes that Buyer is required to bear pursuant to the agreement and Taxes that Buyer is required to bear
  • Rights of directors or officers of India Seller or Global SSC who become Transferred Employees to indemnification and exculpation (except with respect to Excluded Bad Actor Liabilities) solely to the extent such Persons are not covered by insurance or if such coverage is insufficient
  • All Liabilities expressly assumed by Buyer with respect to employees
  • All Assumed Accounts Payable outstanding as of the Effective Time (up to an aggregate amount of $14,500,000), except to the extent due and owing to any Affiliate of the India Seller
  • All Liabilities relating to or arising out of warranties, representations, and guarantees made by Sellers to Buyer or its Affiliates pertaining to the Business
  • All Liabilities accruing after the Effective Time under Environmental Laws solely to the extent pertaining to the Transferred Assets and provided that such Liabilities do not relate to or arise from any act, omission, event, condition, or circumstance that occurred or existed on or prior to the Effective Time
  • All Liabilities relating to amounts required to be paid by Buyer under the agreement

Purchase Price

• The aggregate purchase price for substantially all of the assets of TPI India, certain assets of Global SSC, and certain assets of the Debtors is $10 million (subject to certain purchase price adjustments) plus certain assumed liabilities.
• The purchase price is comprised of:
  • IN Purchase Price: an amount equal to (a) the Base Purchase Price of $9,999,999 plus (b) the Adjusted Security Deposit Gross-Up Amount (the lesser of the Lease Deposit Amount or $3,500,000)
  • Related Assets Purchase Price: $1.00
  • Less: any Deferred Lease Amount ($272,226.11, representing the amount of withheld rent under the July 2023 Aarush lease, subject to certain reductions)
  • Plus: the assumption of Assumed Liabilities
• The Parties acknowledge and agree that the IN Purchase Price is a lump sum consideration for the Target Business as a going concern.

Successful Bidder Designation

• Pursuant to the Bid Procedures Order (as amended by the Notice of Revised Dates Relating to Bid Procedures Deadlines), the deadline for submitting a Qualified Bid was 11:00 a.m. (Central Time) on December 11, 2025.
• On December 12, 2025, the Debtors filed the Notice of (I) Designation of Qualified Bidder and (II) Cancellation of Auction, which (i) designated, in consultation with the Consultation Parties, the bid submitted by Vestas Wind Systems A/S as a Qualified Bid and (ii) cancelled the Auction with respect to such Assets.
• After receiving no Qualified Bid by the Bid Deadline other than the Qualified Bid submitted by Vestas, the Debtors determined, in consultation with the Consultation Parties and in a valid and sound exercise of their business judgment, that the highest or otherwise best Qualified Bid for the Transferred Debtor Assets was that of Vestas upon the terms and conditions set forth in the Asset Purchase Agreement.

Good Faith Deposit

• Upon the execution of the Asset Purchase Agreement, Buyer deposited the Purchase Price Deposit Escrow Amount with the Escrow Agent by wire transfer of immediately available funds.
• Purchase Price Deposit Escrow Amount: $1,000,000
• Escrow Agent: Citibank, N.A.
• The Purchase Price Deposit Escrow Amount (together with all accrued investment income thereon, if any) shall be distributed from the Purchase Price Deposit Escrow Account upon the earlier of the Closing or the termination of the agreement.
• Following entry of the Vestas Sale Order, if the Asset Purchase Agreement is validly terminated following Vestas Wind Technology India Private Limited's material breach of such agreement, the Good Faith Deposit of the Successful Bidder will be forfeited to the Debtors in accordance with the Bid Procedures and the Asset Purchase Agreement and without limiting any other right or remedy available to the Debtors under contract, equity, or applicable law.

Bid Procedures

• The Bid Procedures were substantively and procedurally fair to all parties and all potential bidders and afforded notice and a full, fair, and reasonable opportunity for any entity to make a higher or otherwise better offer to purchase the Transferred Debtor Assets.
• The Debtors conducted the marketing and sale process of the Transferred Debtor Assets without collusion and in accordance with the Bid Procedures.
• The sale process and the Bid Procedures were non-collusive, duly noticed, and provided a full, fair, and reasonable opportunity for any entity to make an offer to purchase the Transferred Debtor Assets.
• The process conducted by the Debtors pursuant to the Bid Procedures Order and the Bid Procedures obtained the highest or otherwise best value for the Transferred Debtor Assets.

Auction

• The Debtors cancelled the auction for the Transferred Debtor Assets in accordance with the Bid Procedures Order as set forth in the Notice of (I) Designation of Qualified Bidder and (II) Cancellation of Auction.
• After receiving no Qualified Bid by the Bid Deadline other than the Qualified Bid submitted by Vestas, the Debtors determined that the highest or otherwise best Qualified Bid for the Transferred Debtor Assets was that of Vestas.
• The Debtors served the Auction Cancellation Notice on all parties required to receive such notice under the Bid Procedures Order and applicable Bankruptcy Rules.

Assumption and Assignment

• At Closing and pursuant to Section 365 of the Bankruptcy Code and the Sale Order, TPI Parent shall and shall cause each Debtor Seller Party to assume and, effective as of the Closing, assign to Buyer or an Affiliate designated by Buyer the Transferred Executory Contracts to which TPI Parent or the applicable Debtor Seller Party is party.
• All Cure Costs shall be paid or caused to be paid by Buyer at or after Closing in accordance with the procedures set forth in the Sale Order or, if a cure objection has not been finally resolved as of the Closing, in accordance with the agreement.
• Cure Costs are defined as any and all amounts, costs, or expenses that must be paid or actions or obligations that must be performed or satisfied pursuant to the Bankruptcy Code to effectuate the assumption by TPI Parent (or a Debtor Seller Party), and the assignment to Buyer or an Affiliate designated by Buyer, of the Transferred Executory Contracts.
• On December 12, 2025, TPI Parent (i) filed with the Bankruptcy Court a list of all executory Contracts to which a Debtor is party and the proposed amount of the Cure Costs associated with each such executory Contract and (ii) served written notice (a "Cure Notice") to the non-Debtor counterparty of each such executory Contract.
• TPI Parent shall deliver to Buyer a list of each executory Contract that is Related to the Business (each, an "Available Executory Contract").
• As soon as reasonably practicable and not later than ten (10) days following TPI Parent's delivery to Buyer of the Available Contract Schedule (the "Designation Deadline"), Buyer may elect, by written notice to TPI Parent, each Available Executory Contract it wishes to acquire and have assigned to it or one of its Affiliates on the Closing Date (each, a "Transferred Executory Contract").
• Any Available Executory Contract not designated by Buyer in writing as a Transferred Executory Contract on or before the Designation Deadline shall be deemed an Excluded Debtor Contract.
• From time to time prior to the date which is five (5) Business Days prior to Closing, Buyer may elect, by written notice to TPI Parent, to designate any Transferred Executory Contract as an Excluded Debtor Contract.
• TPI Parent shall file with the Bankruptcy Court a notice of assumption and assignment and shall serve such notice on each applicable non-Debtor counterparty, which notice shall identify all Transferred Executory Contracts, in accordance with the Bid Procedures and Bidding Procedures Order.
• If any objections are filed by, or received from, any non-Debtor counterparty in response to a Cure Notice, TPI Parent will use commercially reasonable efforts to resolve any such objections with such non-Debtor counterparty.
• If any cure objection is not consensually resolved or finally determined by the Bankruptcy Court prior to the Closing Date with respect to any Transferred Executory Contract, so long as Buyer (x) pays or causes to be paid on or before the Closing Date the undisputed portion of Cure Costs payable and (y) appropriately reserves funding for the disputed portion pending resolution, TPI Parent shall assume and assign such Transferred Executory Contract to Buyer or an Affiliate at the Closing.

Sale Free and Clear & Successor Liability

• At the Closing, the Sellers shall sell, convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Sellers, all of the Sellers' right, title, and interest in, to, and under the Transferred Assets, as the same shall exist immediately prior to the Closing, free and clear of any and all Liens (other than Permitted Liens).
• Subject to entry of the Sale Order, the Transferred Debtor Assets shall be sold free and clear of any and all Liens (other than Permitted Liens).
• At the Closing, Buyer will own good and valid title to or have a valid leasehold interest in or license to each of the Transferred Assets free and clear of all Liens (other than Permitted Liens).
• The Parties intend that, to the fullest extent permitted by Law (including under section 363(f) of the Bankruptcy Code), upon the Closing, Buyer shall not be deemed to: (a) be the successor of any Seller or any Debtor Seller Party, (b) have, de facto or otherwise, merged with or into any Seller or any Debtor Seller Party, (c) be a mere continuation or substantial continuation of any Seller or Debtor Seller Party, or (d) be liable for any acts or omissions of any Seller or any Debtor Seller Party in the conduct of the Business or arising under, or related to, the Transferred Assets, other than as expressly set forth in the agreement.
• Except for Assumed Liabilities, none of Buyer nor any Affiliate of Buyer is assuming, and none of them shall be responsible to pay, perform, or discharge, and none of Buyer nor any Affiliate of Buyer shall be or become liable for or subject to any Liabilities of the Sellers or the Debtor Seller Parties, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.
• Buyer and Buyer's Affiliates (y) shall not be liable for any Liability or Lien (other than Assumed Liabilities) against any Seller or any Debtor Seller Party or any of their predecessors or Affiliates, and (z) shall have no successor or vicarious Liability of any kind or character whether known or unknown as of the Closing Date, whether now existing or hereafter arising, or whether fixed or contingent, with respect to the Business, the Transferred Assets, any Excluded Liabilities, or any other Liabilities of any Seller or any Debtor Seller Party arising prior to the Closing Date.

Post-Closing Arrangements

• Transition Services Agreement: A counterpart of the TSA (Transition Services Agreement), duly executed by TPI Parent or its applicable Subsidiaries and Buyer, shall be delivered at Closing to the extent the TSA is not already in full force and effect.
• From and after the Closing Date, upon reasonable prior written notice to Buyer, Buyer shall afford the Sellers and their Representatives reasonable access, during normal business hours, to the properties, books, and records of Buyer and its Affiliates in respect of the Business, the Transferred Assets, and the Assumed Liabilities for any reasonable business purpose or as necessary to administer the Bankruptcy Cases.
• For the longer of (A) the period ending on the date that is six months from the Closing Date and (B) the period ending on the Wind-Up Date, the Sellers shall have continued access to all Transferred Books and Records to the extent required to administer the Bankruptcy Cases.
• Buyer agrees that it shall preserve and keep all original books and records in respect of the Business in the possession or control of Buyer or its Affiliates for the longer of the period ending on (a) any applicable statute of limitations and (b) a period of the earlier of (x) six (6) years from the Closing Date and (y) the Wind-Up Date.
• During such period, Representatives of the Sellers and their Affiliates shall have access during normal business hours to examine, inspect, and copy such books and records.
• After such period, before Buyer or any Affiliate shall dispose of any such books and records, Buyer shall give at least ninety (90) days' prior written notice to the Sellers, and the Sellers shall be given an opportunity to remove and retain all or any part of such books and records.
• For a period beginning on the Closing Date and continuing for a period of three (3) months after the Closing Date, (i) Buyer and (ii) the India Seller or Global SSC, as applicable, agree to use commercially reasonable efforts to facilitate the issuance and execution of an Employee Transfer Agreement with any Covered Indian Employee or Covered Employee who has not accepted an offer from Buyer as of the Closing.
• During the term of the TSA, Buyer shall use commercially reasonable efforts to negotiate with the counterparties under the Transferred Leases for the reduction of the Leased Real Property Deposits and the release of any Leased Real Property Deposits in excess of the Adjusted Security Deposit Gross-Up Amount.
• If, during such period, any portion of the Leased Real Property Deposits in excess of the Adjusted Security Deposit Gross-Up Amount is released to Buyer, Buyer shall remit to TPI Parent 50% of such excess and shall retain the remainder.
• Following the Closing and in connection with the exportation of any IN GST Goods, Buyer shall timely and accurately apply for the applicable IN GST Refund in its capacity as the exporter of such IN GST Goods.
• If, and when, Buyer receives any IN GST Refund, Buyer shall promptly pay such amount to India Seller (within five (5) Business Days following receipt).
• Buyer shall export, or cause to be exported, all IN GST Goods no later than October 1, 2026 (the "Export Outside Date").
• In the event that Buyer fails to export, or cause to be exported, any such IN GST Goods by the Export Outside Date, and, by December 31, 2026, Buyer and/or Sellers do not collectively receive all or any portion of the IN GST Refund attributable to the IN GST Goods subject to such Export Delay (the "Missing Refund Amount"), Buyer shall, promptly following written notice thereof (and in any event within five (5) Business Days of receipt), pay to India Seller an amount equal to the Missing Refund Amount (an "IN GST Advance").
• At or prior to the Effective Time, TPI Parent shall obtain a fully funded D&O Tail Policy, which D&O Tail Policy shall cover the directors and officers of India Seller and be in full force and effect as of the Effective Time.
• TPI Parent shall provide a copy of the D&O Tail Policy to Buyer within thirty (30) Business Days of the Effective Time.

Key Dates

• Agreement Date: March 4, 2026
• Bankruptcy Filing Date: August 11, 2025
• Emergency Motion Filed: September 24, 2025
• Bid Procedures Order Entered: September 30, 2025
• Bid Deadline: 11:00 a.m. (Central Time) on December 11, 2025
• Notice of (I) Designation of Qualified Bidder and (II) Cancellation of Auction Filed: December 12, 2025
• Sale Objection Deadline: 12:00 p.m. (prevailing Central Time) on March 9, 2026
• Sale Hearing: March 10, 2026 at 2:30 p.m. (Central Time)
• Closing: On the fifth (5th) Business Day following the date upon which all Closing Conditions are satisfied or waived in writing, at 9:00 a.m. (New York City time)
• Effective Time: 12:01 a.m. Eastern Time on the Closing Date
• Outside Date: June 30, 2026 (as may be extended by mutual agreement of TPI Parent and Buyer in writing)
• Designation Deadline: Ten (10) days following TPI Parent's delivery to Buyer of the Available Contract Schedule
• Excluded Debtor Contract Designation Deadline: Five (5) Business Days prior to Closing
• Export Outside Date: October 1, 2026
• Registration Appointment: Within thirty (30) days after the Closing Date (for Lease Registrations)
• Antitrust Filings: Within twenty (20) Business Days from the date of the agreement