TPI Composites, Inc. (Nasdaq: TPIC), the only independent manufacturer of composite wind blades with a global footprint, announced today that it has entered into a stock purchase agreement to issue and sell $400 million of Series A Preferred Stock to investment funds managed by Oaktree Capital Management (“Oaktree”). Under the terms of the stock purchase agreement, TPI will issue and sell $350 million of Series A Preferred Stock to Oaktree, subject to customary closing conditions. TPI also may elect at its option to require Oaktree to purchase an additional $50 million of Series A Preferred Stock upon the same terms and conditions as the initial issuance of the Series A Preferred Stock during the two-year period following the closing of the initial issuance. TPI expects that the initial closing for the sale of the Series A Preferred Stock will occur in late November. At the closing, TPI will also issue to Oaktree a warrant to purchase approximately 4.7 million shares of TPI common stock with a five-year term and an exercise price of $0.01 per share. Subject to the mutual agreement of TPI and Oaktree, Oaktree may invest an additional $200 million for follow on capital.

The Series A Preferred Stock will be entitled to dividends at the rate of 11% per year and can be paid in kind for the first two years following the sale of the Series A Preferred Stock. TPI intends to use the net proceeds from the sale of the Series A Preferred Stock to pay off all outstanding indebtedness under its senior credit facility and the balance for general corporate purposes. Following closing of the initial investment, Oaktree will be entitled to nominate a member to TPI’s Board of Directors.

“Oaktree is an experienced investor across the power and energy value chains and today’s announcement is a strong endorsement of our strategy and growth prospects. Oaktree’s investment will strengthen our balance sheet significantly and positions TPI to navigate a rapidly evolving market and operating environment in the near-term while providing the flexibility to take advantage of longer-term growth opportunities” remarked Bill Siwek, President and CEO of TPI.

“We are excited to partner with TPI through this investment. TPI’s strong market position and long-term customer relationships ideally position the company to continue playing a key role in the ongoing and accelerating global transition to renewable energy,” said Peter Jonna, Managing Director of Oaktree’s Power Opportunities Group. Brook Hinchman, Managing Director and Co-Head of North America for Oaktree’s Global Opportunities Group, added “We appreciate the opportunity to work with Bill and the TPI team to provide capital to accelerate the Company’s growth in an industry that is imperative to the clean energy transition.”

Additional information regarding the investment and the Series A Preferred Stock will be included in a Current Report on Form 8-K to be filed by TPI with the Securities and Exchange Commission.

Lazard acted as TPI’s financial advisor. Goodwin Procter LLP acted as TPI’s legal advisor and Sullivan & Cromwell acted as Oaktree’s legal advisor.