TPI Composites issues $132.5M of 5.25% convertible notes due 2028; conversion premium 30%

TPI COMPOSITES, INC

Issued $132.5M aggregate principal of 5.25% Convertible Senior Notes due 2028, including $17.5M from full exercise of initial purchasers' option.
Initial conversion price ~$15.03 per share, representing 30% premium over $11.56 closing price on Feb 28, 2023.
Entered into capped call transactions with cap price $23.12 to offset dilution upon conversion.
Net proceeds estimated ~$110.8M; ~$16.1M for capped call cost, remainder for green projects, working capital, capex, debt repayment.
Series A Preferred stockholders approved the issuance and capped call transactions at special meeting on Feb 28, 2023.

item 1.01 item 2.03 item 3.02 item 5.07 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPI COMPOSITES, INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $132,500,000 (effective 2023-03-03).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $132,500,000
Effective: 2023-03-03

Exact text from the filing

The Notes were issued pursuant to an Indenture, dated March 3, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPI COMPOSITES, INC entered into Capped Call Transactions with certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions (effective 2023-02-28).

Action: entry
Counterparty: certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions
Effective: 2023-02-28

Exact text from the filing

On February 28, 2023, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the “Option Counterparties”).

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243 material agreements filed in the last 30 days. Browse all material agreements →

TPI COMPOSITES, INC filing history →

Source: SEC EDGAR

accession 0001193125-23-060168

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