UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
December 30, 2016
Date of Report (Date of earliest event reported)
TPI Composites, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37839
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20-1590775
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8501 N. Scottsdale Rd., Gainey Center II, Suite 100,
Scottsdale, AZ
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85253
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (480) 305-8910
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note:
TPI Composites, Inc. (“the Company”) is filing this Amendment No. 1 to the Current Report on Form 8-K filed on January 6, 2017 (the “Original Report”) for the purpose of filing as exhibits (i) the Amended and Restated Financing Agreement entered into as of December 30, 2016 (the “Amended and Restated Financing Agreement”) by and among the Company, certain of its domestic subsidiaries (collectively, the “Domestic Subsidiaries”), HPS Investment Partners, LLC (“HPS”) as Administrative Agent and Collateral Agent, Capital One, N.A. (“Capital One”) as Revolving Loan Representative and the lenders from time to time party thereto (together, the “Lenders”) described in the Original Report, and (ii) the Amendment No. 5 to the Financing Agreement, entered into as of December 30, 2016, to the Financing Agreement, dated as of August 19, 2014, by and among the Company, the Domestic Subsidiaries, HPS, Capital One, and the Lenders.
Item 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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As disclosed in the Original Report, on December 30, 2016, the Company entered into the Amended and Restated Financing Agreement pursuant to which it amended and restated in its entirety the Company’s existing $100.0 million term loan credit facility provided by Highbridge Principal Strategies, LLC as Administrative Agent and Collateral Agent and the lenders from time to time party thereto.
Item 2.03
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
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The information set forth in Item 2.02 of the Original Report is incorporated by reference as if fully set forth herein.
Item 7.01
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REGULATION FD DISCLOSURE
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The information set forth in Item 7.01 of the Original Report is incorporated by reference as if fully set forth herein.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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10.1*
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Amended and Restated Financing Agreement entered into as of December 30, 2016 by and among the Company, certain of its domestic subsidiaries, HPS Investment Partners, LLC as Administrative Agent and Collateral Agent, Capital One, N.A. as Revolving Loan Representative and the lenders from time to time party thereto
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10.2*
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Amendment No. 5 to the Financing Agreement, entered into as of December 30, 2016, to the Financing Agreement, dated as of August 19, 2014, by and among the Company, certain of its domestic subsidiaries, HPS Investment Partners, LLC as Administrative Agent and Collateral Agent, Capital One, N.A. as Revolving Loan Representative and the lenders from time to time party thereto
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*
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Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the exhibit to this Current Report on Form 8-K and submitted separately to the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TPI COMPOSITES, INC.
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March 9, 2017
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By:
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/s/ William E. Siwek
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William E. Siwek
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Chief Financial Officer
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Exhibit 10.1
CONFIDENTIAL INFORMATION REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS INDICATED BY […***…].
EXECUTION VERSION
AMENDED AND RESTATED FINANCING AGREEMENT
Dated as of December 30, 2016
by and among
TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC.
LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO,
as Borrowers,
EACH SUBSIDIARY OF TPI COMPOSITES, INC.
LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO,
as Guarantors,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,
HPS INVESTMENT PARTNERS, LLC,
as Collateral Agent,
HPS INVESTMENT PARTNERS, LLC,
as Administrative Agent
and
CAPITAL ONE, N.A.,
as Revolving Loan Representative
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS; CERTAIN TERMS
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2
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Section 1.01
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Definitions
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2
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Section 1.02
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Terms Generally
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43
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Section 1.03
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Certain Matters of Construction
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43
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Section 1.04
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Accounting and Other Terms
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44
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Section 1.05
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Time References
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45
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ARTICLE II THE LOANS
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45
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Section 2.01
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Commitments
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45
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Section 2.02
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Making the Loans
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46
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Section 2.03
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Repayment of Loans; Evidence of Debt
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49
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Section 2.04
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Interest
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50
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Section 2.05
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Reduction of Commitment; Prepayment of Loans
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51
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Section 2.06
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Fees
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54
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Section 2.07
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LIBOR Option
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56
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Section 2.08
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Funding Losses
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57
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Section 2.09
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Taxes
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57
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Section 2.10
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Increased Costs and Reduced Return
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60
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Section 2.11
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Changes in Law; Impracticability or Illegality
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61
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ARTICLE III LETTERS OF CREDIT
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62
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Section 3.01
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Letters of Credit
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62
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Section 3.02
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Participations
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64
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Section 3.03
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Letters of Credit Procedures
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65
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ARTICLE IV APPLICATION OF PAYMENTS; DEFAULTING LENDERS; JOINT AND SEVERAL LIABILITY OF BORROWERS
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66
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Section 4.01
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Payments; Computations and Statements
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66
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Section 4.02
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Sharing of Payments
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68
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Section 4.03
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Apportionment of Payments
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68
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Section 4.04
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Defaulting Lenders
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69
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Section 4.05
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Administrative Borrower; Joint and Several Liability of the Borrowers
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70
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ARTICLE V CONDITIONS TO LOANS
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72
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Section 5.01
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Conditions Precedent to Effectiveness
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72
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Section 5.02
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Conditions Precedent to All Loans and Letters of Credit
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74
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Section 5.03
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Conditions Subsequent to Effectiveness
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75
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ARTICLE VI REPRESENTATIONS AND WARRANTIES
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76
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Section 6.01
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Representations and Warranties
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76
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ARTICLE VII COVENANTS OF THE LOAN PARTIES
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83
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Section 7.01
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Affirmative Covenants
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83
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Section 7.02
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Negative Covenants
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93
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Section 7.03
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Financial Covenants
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99
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Page
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ARTICLE VIII CASH MANAGEMENT ARRANGEMENTS AND OTHER COLLATERAL MATTERS
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101
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Section 8.01
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Cash Management Arrangements
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101
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ARTICLE IX EVENTS OF DEFAULT
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102
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Section 9.01
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Events of Default
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102
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ARTICLE X AGENTS
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106
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Section 10.01
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Appointment
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106
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Section 10.02
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Nature of Duties; Delegation
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108
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Section 10.03
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Rights, Exculpation, Etc
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108
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Section 10.04
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Reliance
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110
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Section 10.05
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Indemnification
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110
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Section 10.06
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Agents Individually
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110
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Section 10.07
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Successor Agent
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111
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Section 10.08
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Collateral Matters
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111
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Section 10.09
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Agency for Perfection
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114
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Section 10.10
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No Reliance on any Agent’s Customer Identification Program
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114
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Section 10.11
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No Third Party Beneficiaries
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115
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Section 10.12
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No Fiduciary Relationship
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115
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Section 10.13
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Reports; Confidentiality; Disclaimers
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115
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Section 10.14
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Collateral Custodian
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116
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Section 10.15
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Collateral Agent May File Proofs of Claim
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116
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Section 10.16
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Successor L/C Issuer
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117
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ARTICLE XI GUARANTY
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117
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Section 11.01
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Guaranty
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117
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Section 11.02
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Guaranty Absolute
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118
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Section 11.03
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Waiver
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119
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Section 11.04
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Continuing Guaranty; Assignments
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119
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Section 11.05
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Subrogation
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119
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Section 11.06
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Contribution
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120
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ARTICLE XII MISCELLANEOUS
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121
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Section 12.01
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Notices, Etc
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121
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Section 12.02
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Amendments, Etc
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123
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Section 12.03
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No Waiver; Remedies, Etc
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125
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Section 12.04
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Expenses; Taxes; Attorneys’ Fees
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126
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Section 12.05
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Right of Set-off
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127
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Section 12.06
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Severability
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127
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Section 12.07
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Assignments and Participations
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128
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Section 12.08
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Counterparts
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131
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Section 12.09
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GOVERNING LAW
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132
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Section 12.10
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CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE
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132
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Section 12.11
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WAIVER OF JURY TRIAL, ETC
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133
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Section 12.12
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Consent by the Agents and Lenders
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133
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Section 12.13
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No Party Deemed Drafter
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134
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Section 12.14
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Reinstatement; Certain Payments
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134
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- ii -
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Page
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Section 12.15
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Indemnification; Limitation of Liability for Certain Damages
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134
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Section 12.16
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Records
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135
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Section 12.17
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Binding Effect
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135
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Section 12.18
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Highest Lawful Rate
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136
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Section 12.19
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Confidentiality
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137
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Section 12.20
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Public Disclosure
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138
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Section 12.21
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Integration
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138
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Section 12.22
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USA PATRIOT Act
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138
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Section 12.23
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Third Party Beneficiary
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138
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ARTICLE XIII AMENDMENT AND RESTATEMENT
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138
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Section 13.01
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No Novation
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138
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Section 13.02
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Acknowledgment of Existing Obligations and Continuation Thereof
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139
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Section 13.03
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Estoppel
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139
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Section 13.04
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Release
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140
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- iii -
SCHEDULE AND EXHIBITS
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Schedule 1.01(A)
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Lenders and Lenders’ Commitments
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Schedule 1.01(B)
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Adjusted Consolidated Net Income
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Schedule 1.01(C)
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Permitted Projects
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Schedule 1.01(D)
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Ineligible Assignees
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Schedule 6.01(e)
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Capitalization; Subsidiaries
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Schedule 6.01(f)
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Litigation
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Schedule 6.01(i)
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ERISA
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Schedule 6.01(q)
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Environmental Matters
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Schedule 6.01(r)
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Insurance
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Schedule 6.01(u)
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Intellectual Property
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Schedule 6.01(v)
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Material Contracts
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Schedule 7.02(a)
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Existing Liens
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Schedule 7.02(b)
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Existing Indebtedness
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Schedule 7.02(e)
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Existing Investments
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Schedule 7.02(k)
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Limitations on Dividends and Other Payment Restrictions
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Schedule 8.01
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Cash Management Accounts
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Exhibit A Form of Joinder Agreement
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Exhibit B Form of Assignment and Acceptance
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Exhibit C Form of Notice of Borrowing
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Exhibit D Form of LIBOR Notice
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Exhibit E Form of Promissory Note
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Exhibit F Form of Letter of Credit Application
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