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Table of Contents

As filed with the Securities and Exchange Commission on July 11, 2016.

Registration No. 333-212093

 

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 



Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 



TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

 
















Delaware

 

3511

 

20-1590775

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

TPI Composites, Inc.

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(480) 305-8910

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

 



Steven C. Lockard

Chief Executive Officer

TPI Composites, Inc.

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(480) 305-8910

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:



 
















H. David Henken, Esq.

Bradley C. Weber, Esq.

Ryan S. Sansom, Esq.

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

(617) 570-1000

 

William E. Siwek

Chief Financial Officer

Steven Fishbach, Esq.

General Counsel

TPI Composites, Inc.

8501 N. Scottsdale Rd.

Gainey Center II, Suite 100

Scottsdale, AZ 85253

(480) 305-8910

 

Sandra L. Flow, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement is declared effective.



If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 























Large accelerated filer   ¨

 

Accelerated filer   ¨

 

Non-accelerated filer   x

 

Smaller reporting company   ¨










 

(Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE



 




























 

Title of Each Class of Securities

to be Registered

 

Amount

to be Registered (1)

 

Proposed Maximum
Offering Price Per Share
(2)

 

Proposed Maximum
Aggregate Offering Price
(2)

 

Amount of Registration Fee (3)

Common Stock, par value $0.01

 

8,337,500

 

$17.00

 

$141,737,500

 

$14,272.97

 

 

 

(1)

Includes 1,087,500 shares of common stock that the underwriters have the option to purchase.

(2)

Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes offering price of the additional shares that the underwriters have the option to purchase.

(3)

The Registrant previously paid $15,105 in registration fees in connection with its initial registration statement on June 17, 2016.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 



 

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated July 11, 2016



PRELIMINARY    PROSPECTUS

7,250,000 Shares

 
Common Stock

 

 

This is the initial public offering of TPI Composites, Inc. We are selling 7,250,000 shares of our common stock.



We expect the public offering price to be between $15.00 and $17.00 per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on The NASDAQ Global Market under the symbol “TPIC”.

We are an “emerging growth company” under federal securities laws and, as such, will be subject to reduced public company disclosure standards. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks that are described in the “ Risk Factors ” section beginning on page 21 of this prospectus.

 

 



 
















 

  

Per Share

    

Total

Public offering price

  




    




Underwriting discount (1)

  




    




Proceeds, before expenses, to us

  




    




 

 

(1)

See “Underwriting” beginning on page 163 of this prospectus for additional information regarding total underwriter compensation.

The underwriters may also exercise their option to purchase up to an additional 1,087,500 shares from us at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about                     , 2016.

 

 



 










J.P. Morgan

 

Morgan Stanley

 
















Cowen and Company

 

Raymond James

    

Canaccord Genuity

 

 

The date of this prospectus is                     , 2016.



Table of Contents

TABLE OF CONTENTS



 
















 

  

Page

 

Prospectus Summary

  

 

1

  

Risk Factors

  

 

21

  

Special Note Regarding Forward-Looking Statements

  

 

51

  

Use of Proceeds

  

 

52

  

Dividend Policy

  

 

53

  

Capitalization

  

 

54

  

Dilution

  

 

56

  

Selected Consolidated Financial and Other Data

  

 

58

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

 

61

  

Business

  

 

109

  

Management

  

 

124

  

Executive Compensation

  

 

135

  

Certain Relationships and Related Party Transactions

  

 

145

  

Principal Stockholders

  

 

150

  

Description of Capital Stock

  

 

153

  

Shares Eligible for Future Sale

  

 

157

  

Certain Material U.S. Federal Income and Estate Tax Considerations to Non-U.S. Holders

  

 

160

  

Underwriting

  

 

163

  

Legal Matters

  

 

170

  

Experts

  

 

170

  

Where You Can Find More Information

  

 

170

  

Index to Financial Statements

  

 

F-1

  

 

 

We and the underwriters have not authorized anyone to provide any information other than that contained in this prospectus or any free writing prospectus prepared by us or on our behalf. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or of any sale of our common stock.



 

 

INDUSTRY AND MARKET DATA

This prospectus contains statistical data, estimates and forecasts that are based on independent industry publications, such as those published by the American Wind Energy Association, or AWEA, Bloomberg New Energy Finance, or BNEF, International Energy Agency, or IEA, MAKE Consulting, or MAKE, Energy Information Administration, or EIA, Lazard Ltd, or Lazard, or other publicly available information, as well as other information based on our internal sources. Although we believe that the third-party sources referred to in this prospectus are reliable, neither we nor the underwriters have independently verified the information provided by these third parties. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” and elsewhere in this prospectus.

 

i



Table of Contents

PROSPECTUS SUMMARY



This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus. You should consider, among other things, the matters described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus. Unless the context otherwise requires, we use the terms “TPI Composites,” “TPI,” “we,” “us” and “our” in this prospectus to refer to TPI Composites, Inc. and its consolidated subsidiaries.


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