Press Release
March 3, 2023

TPI Composites Closes Upsized $132.5 Million Convertible Notes Offering with Capped Call

The Capital Markets team advised TPI Composites, Inc. (“TPI”) on its Rule 144A offering of 5.25% Convertible Senior Notes due 2028 that was successfully priced on an overnight basis. The $132.5 million offering was upsized from $100 million and includes the full exercise of the initial purchasers’ option to purchase $17.5 million in additional notes. The initial conversion price of the notes features a premium of approximately 30% up from the reference price of $11.56 per share. In connection with the offering, TPI and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $23.12 per share, a 100% premium over the reference price.

TPI Composites, Inc. (Nasdaq: TPIC) is a global company focused on innovative and sustainable solutions to decarbonize and electrify the world. TPI delivers high-quality, cost-effective composite solutions through long-term relationships with leading OEMs in the wind and automotive markets.

Goodwin’s product team consisted of Jim BarriKim De GlossopJohn Servidio, Tiffany Williamson and Patrick Wilson. The corporate team consisted of Bradley Weber, Sebastian Bacon and Nikki Miller. Daniel Karelitz and Garrett Gaughan provided tax advice.

For more information, please see TPI’s pricing press release for the offering.