Bloom Energy Corporation Announces Proposed Green Convertible Senior Notes Offering
May 22 2024 - 5:37PM
Business Wire
Bloom Energy Corporation (NYSE: BE) today announced its
intention to offer, subject to market and other conditions,
$250,000,000 aggregate principal amount of green convertible senior
notes due 2029 (the “notes”) in a private offering to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Bloom Energy also expects to grant the initial
purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes
are first issued, up to an additional $37,500,000 principal amount
of notes.
The notes will be senior, unsecured obligations of Bloom Energy,
will accrue interest payable semi-annually in arrears and will
mature on June 1, 2029, unless earlier repurchased, redeemed or
converted. Noteholders will have the right to convert their notes
in certain circumstances and during specified periods. Bloom Energy
will settle conversions by paying or delivering, as applicable,
cash, shares of its Class A common stock or a combination of cash
and shares of its Class A common stock, at Bloom Energy’s election.
The notes will be redeemable, in whole or in part (subject to
certain limitations on partial redemptions), for cash at Bloom
Energy’s option at any time, and from time to time, on or after
June 7, 2027 and on or before the 21st scheduled trading day
immediately before the maturity date, but only if the last reported
sale price per share of Bloom Energy’s Class A common stock exceeds
130% of the conversion price for a specified period of time and
certain other conditions are satisfied. The redemption price will
be equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. The interest rate, initial conversion rate and
other terms of the notes will be determined at the pricing of the
offering.
Bloom Energy intends to use a portion of the net proceeds from
the offering of the notes to repurchase a portion of its
outstanding 2.50% Green Convertible Senior Notes due 2025 (the
“existing 2025 convertible notes”) in privately negotiated
transactions concurrently with the pricing of the offering. Bloom
Energy intends to use the remainder of the net proceeds from the
offering of the notes for general corporate purposes, including
research and development and sales and marketing activities,
general and administrative matters and capital expenditures, all
related to projects that meet the “Eligibility Criteria” referred
to below. Bloom Energy intends to allocate an amount equal to the
net proceeds from the sale of the notes to refinance or finance, in
whole or in part, new or on-going projects that meet the
“Eligibility Criteria” as defined in the offering disclosure
relating to the offering of the notes.
Holders of the existing 2025 convertible notes that are
repurchased in the concurrent repurchases described above may
purchase shares of Bloom Energy’s Class A common stock in the open
market to unwind any hedge positions they may have with respect to
the existing 2025 convertible notes. These activities may affect
the trading price of Bloom Energy’s Class A common stock and, if
conducted concurrently with this offering, may result in a higher
initial conversion price for the notes Bloom Energy is
offering.
The offer and sale of the notes and any shares of Class A common
stock issuable upon conversion of the notes have not been, and will
not be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of Class A common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful. This press release
does not constitute an offer to purchase or notice of redemption
with respect to the existing 2025 convertible notes, and Bloom
Energy reserves the right to elect not to proceed with the
repurchase.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion, timing and size of
the proposed offering, the intended use of the proceeds, the terms
of the notes being offered and the anticipated terms of, and the
effects of entering into, the repurchase transactions described
above. Forward-looking statements represent Bloom Energy’s current
expectations regarding future events and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those implied by the forward-looking
statements. Among those risks and uncertainties are market
conditions, including market interest rates, the trading price and
volatility of Bloom Energy’s Class A common stock and risks
relating to Bloom Energy’s business, including those described in
periodic reports that Bloom Energy files from time to time with the
SEC. Bloom Energy may not consummate the proposed offering
described in this press release and, if the proposed offering is
consummated, cannot provide any assurances regarding the final
terms of the offer or the notes or its ability to effectively apply
the net proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and Bloom Energy does not undertake to update the
statements included in this press release for subsequent
developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240522997331/en/
Bloom Media Contact press@bloomenergy.com
Bloom Investor Contact Ed Vallejo
Edward.vallejo@bloomenergy.com
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