Bloom Energy Corporation (NYSE: BE) today announced the pricing
of its offering of $200.0 million aggregate principal amount of
2.50% green convertible senior notes due 2025 (the “notes”) in a
private offering to 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 $135.0 million aggregate principal
amount of notes. The issuance and sale of the notes is scheduled to
settle on August 11, 2020, subject to customary closing conditions.
Bloom Energy also granted the initial purchaser of the notes an
option to purchase, for settlement within a period of 13 days from,
and including, the date notes are first issued, up to an additional
$30.0 million principal amount of notes.
The notes will be senior, unsecured obligations of Bloom Energy
and will accrue interest at a rate of 2.50% per annum, payable
semi-annually in arrears on February 15 and August 15 of each year,
beginning on February 15, 2021. The notes will mature on August 15,
2025, unless earlier repurchased, redeemed or converted. Before May
15, 2025, noteholders will have the right to convert their notes
only upon the occurrence of certain events. From and after May 15,
2025, 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 61.6808 shares of Class A common stock
per $1,000 principal amount of notes, which represents an initial
conversion price of approximately $16.21 per share of Class A
common stock. The initial conversion price represents a premium of
approximately 25.0% over the last reported sale price of $12.97 per
share of Bloom Energy’s Class A common stock on August 6, 2020. 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 holder who convert their notes in
connection with that make-whole fundamental change.
The notes will be redeemable, in whole or in part, for cash at
Bloom Energy’s option at any time, and from time to time, on or
after August 21, 2023 and on or before the 26th 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. 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 this offering
will be approximately $193.1 million (or approximately $222.2
million if the initial purchaser exercises its option to purchase
additional notes in full), after deducting the initial purchaser’s
discounts and commissions and its estimated offering expenses.
Bloom Energy intends to use (i) approximately $96.6 million of the
net proceeds from this offering to offer to redeem a portion of its
outstanding 10% Convertible Promissory Notes due 2021 (assuming no
exercise of the initial purchaser’s option to purchase additional
notes), and (ii) approximately $82.2 million of the net proceeds
from this offering to redeem its outstanding 10% Senior Secured
Notes due 2024. Bloom Energy intends to use the remainder of the
net proceeds of this offering for other business purposes,
including research and development and sales and marketing
activities, general and administrative matters and capital
expenditures. Pursuant to the indenture governing the 10%
Convertible Promissory Notes due 2021, Bloom Energy is required to
use 50% of the net proceeds from this offering to offer to redeem
the 10% Convertible Promissory Notes due 2021. Because holders can
convert the 10% Convertible Promissory Notes due 2021 prior to the
redemption date or can decline to have such notes redeemed in
connection with such redemption offer, Bloom Energy may not use the
entire amount of approximately $96.6 million to redeem the 10%
Convertible Promissory Notes due 2021, in which case Bloom Energy
will use any additional proceeds for other business purposes as
noted above.
In addition, Bloom Energy intends to allocate an amount equal to
the net proceeds to refinance or finance, in whole or in part, new
or on-going renewable projects that meet the “Eligibility Criteria”
(as defined in the offering disclosure in respect 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.
About Bloom Energy
Bloom Energy’s mission is to make clean, reliable energy
affordable for everyone in the world. Bloom Energy’s product, the
Bloom Energy Server, delivers highly reliable and resilient,
always-on electric power that is clean, cost-effective, and ideal
for microgrid applications. Bloom’s customers include many Fortune
100 companies and leaders in manufacturing, data centers,
healthcare, retail, higher education, utilities, and other
industries.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
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/20200806006158/en/
Investor Relations: Mark Mesler
Bloom Energy +1 (408) 543-1743 Mark.Mesler@bloomenergy.com
Media: Erica Osian Bloom Energy +1
(401) 714-6883 Erica.Osian@bloomenergy.com
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