Bloom Energy Corporation Prices Upsized $350.0 Million Green Convertible Senior Notes Offering
May 24 2024 - 1:11AM
Business Wire
Bloom Energy Corporation (NYSE:BE) today announced the pricing
of its offering of $350.0 million aggregate principal amount of
3.00% 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”). The offering size was
increased from the previously announced offering size of $250.0
million aggregate principal amount of notes. The issuance and sale
of the notes is scheduled to settle on May 29, 2024, subject to
customary closing conditions. Bloom Energy also granted 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 $52.5 million principal
amount of notes.
The notes will be senior, unsecured obligations of Bloom Energy
and will accrue interest at a rate of 3.00% per annum, payable
semi-annually in arrears on June 1 and December 1 of each year,
beginning on December 1, 2024. The notes will mature on June 1,
2029, unless earlier repurchased, redeemed or converted. Before
March 1, 2029, noteholders will have the right to convert their
notes only upon the occurrence of certain events. From and after
March 1, 2029, noteholders may convert their notes at any time at
their election until the close of business on the second scheduled
trading day immediately before the maturity date. 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
initial conversion rate is 47.9795 shares of Class A common stock
per $1,000 principal amount of notes, which represents an initial
conversion price of approximately $20.84 per share of Class A
common stock. The initial conversion price represents a premium of
approximately 32.5% over the last reported sale price of $15.73 per
share of Bloom Energy’s Class A common stock on May 23, 2024. The
conversion rate and conversion price will be subject to adjustment
upon the occurrence of certain events. If a “make-whole fundamental
change” (as defined in the indenture for the notes) occurs, Bloom
Energy will, in certain circumstances, increase the conversion rate
for a specified time for holders who convert their notes in
connection with that make-whole fundamental change.
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. If Bloom Energy calls any or all notes for
redemption, holders of notes called for redemption may convert
their notes during the related redemption conversion period, and
any such conversion will also constitute a “make-whole fundamental
change” with respect to the notes so converted.
If a “fundamental change” (as defined in the indenture for the
notes) occurs, then, subject to a limited exception, noteholders
may require Bloom Energy to repurchase their notes for cash. The
repurchase price will be equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the applicable repurchase date.
Bloom Energy estimates that the net proceeds from the offering
of the notes will be approximately $338.8 million (or approximately
$389.7 million if the initial purchasers exercise their option to
purchase additional notes in full), after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses. Bloom Energy intends to use approximately $141.8 million
of the net proceeds from the offering of the notes to repurchase
$115.0 million aggregate principal amount 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 the
initial conversion price of the notes.
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 of the offering, the
expected amount and intended use of the net proceeds and 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, the satisfaction of the
closing conditions related to the offering and risks relating to
Bloom Energy’s business, including those described in periodic
reports that Bloom Energy files from time to time with the
Securities Exchange Commission. Bloom Energy may not consummate the
offering described in this press release and, if the offering is
consummated, cannot provide any assurances regarding 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/20240523935058/en/
Bloom Media Contact press@bloomenergy.com
Bloom Investor Contact Ed Vallejo
Edward.vallejo@bloomenergy.com
Bloom Energy (NYSE:BE)
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