8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

Bloom Energy Corp 8-K Report, Material Agreement (Aug 11, 2020)

Filed August 11, 2020For Securities:BE

Summary

Bloom Energy Corporation (BE) announced on August 11, 2020, the issuance of $200 million in aggregate principal amount of 2.50% Green Convertible Senior Notes due 2025. This private offering, exempt from registration requirements, also includes an option for the initial purchaser to buy an additional $30 million in notes. The company intends to use the net proceeds for general corporate purposes, which may include funding its operations and growth initiatives. These notes are senior unsecured obligations with a 2.50% annual interest rate, payable semi-annually. They mature in August 2025 but can be converted into Bloom Energy's Class A common stock at an initial conversion price of approximately $16.21 per share, or repurchased or redeemed under specific conditions. The conversion feature offers potential upside to noteholders if the company's stock price appreciates, while the "Green" designation suggests a focus on sustainability-related projects or investments.

Key Highlights

  • 1Issuance of $200 million in 2.50% Green Convertible Senior Notes due 2025.
  • 2An option to purchase an additional $30 million of notes exists for the initial purchaser.
  • 3The notes bear interest at 2.50% per annum, payable semi-annually.
  • 4Notes are convertible into Class A common stock at an initial conversion price of approximately $16.21 per share.
  • 5Conversion is permitted upon certain events before May 15, 2025, and at the noteholder's election thereafter until maturity.
  • 6The company retains the option to redeem the notes under specific stock price performance conditions.
  • 7The offering was conducted as a private placement under Section 4(a)(2) of the Securities Act, with initial resale to qualified institutional buyers under Rule 144A.

Frequently Asked Questions

The filing indicates the net proceeds from the issuance will be used for general corporate purposes, which could include funding operations, growth initiatives, and potentially sustainability-related projects given the "Green" designation of the notes.

The initial conversion price is approximately $16.21 per share. This means that if the stock price rises above this level and noteholders choose to convert, they would receive shares of Bloom Energy's Class A common stock. It suggests the company anticipates its stock price may appreciate significantly by the conversion dates.

No, the notes are senior, unsecured obligations. This means they are not backed by specific assets and are effectively subordinated to any secured indebtedness the company may have.

The company can redeem the notes starting August 21, 2023, if the stock price exceeds 130% of the conversion price on multiple trading days. Noteholders can require the company to repurchase the notes if a 'Fundamental Change' (like a merger or delisting) occurs.