Bloom Energy Corporation Announces Full Exercise and Closing of its Green Convertible Senior Notes due 2025
August 13 2020 - 4:30PM
Business Wire
Bloom Energy Corporation (NYSE: BE) today announced that, on
August 11, 2020, the initial purchaser exercised its option in full
to purchase an additional $30.0 million aggregate principal amount
(the “additional notes”) of Bloom Energy’s 2.50% green convertible
senior notes due 2025 (the “notes”). The additional notes closed
today. This purchase increases the outstanding aggregate principal
amount of notes issued to $230.0 million.
The notes are 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 is 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 are 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 is 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 is 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.
The notes, including the additional $30.0 million sold today,
were offered and sold only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as
amended.
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.
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 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. 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/20200813005715/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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