---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-060168"
form_type: "8-K"
ticker: "TPICQ"
cik: "0001455684"
company_name: "TPI COMPOSITES, INC"
filed_at: "2023-03-03T23:59:59+00:00"
generated_at: "2026-06-18T12:58:32.867930+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-060168
- form_type: 8-K
- ticker: TPICQ
- cik: 0001455684
- company_name: TPI COMPOSITES, INC
- filed_at: 2023-03-03T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1455684/000119312523060168/0001193125-23-060168-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1455684/000119312523060168/d461572d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-060168
- JSON: https://secwatch.observer/filing/0001193125-23-060168.json
- Plain text: https://secwatch.observer/filing/0001193125-23-060168.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1455684/000119312523060168/0001193125-23-060168-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1455684/000119312523060168/0001193125-23-060168-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.