8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

Bloom Energy Corp 8-K Report, Material Agreement (May 16, 2023)

Filed May 16, 2023For Securities:BE

Summary

Bloom Energy Corporation (BE) announced on May 16, 2023, the issuance of $632.5 million in aggregate principal amount of 3.00% Green Convertible Senior Notes due 2028. The company also exercised an option to issue an additional $82.5 million of these notes, bringing the total issuance to $715 million. These notes are senior, unsecured obligations with a maturity date of June 1, 2028, and will accrue interest semi-annually at a rate of 3.00% per annum. The issuance was conducted through a private offering exempt from registration requirements and the notes were initially resold to qualified institutional buyers. In conjunction with the note offering, Bloom Energy entered into capped call transactions costing approximately $54.5 million to mitigate potential dilution to its common stock upon conversion of the notes. These transactions are designed to reduce dilution and potentially offset cash payments related to conversions, subject to a cap price of $26.46 per share. The company has incorporated these transactions into its financing strategy, leveraging convertible debt to manage its capital structure while aiming to control shareholder dilution.

Key Highlights

  • 1Bloom Energy issued $715 million in aggregate principal amount of 3.00% Green Convertible Senior Notes due 2028.
  • 2The notes are senior, unsecured obligations with a maturity date of June 1, 2028.
  • 3Interest on the notes will accrue at 3.00% per annum, payable semi-annually.
  • 4Noteholders can convert their notes under specific conditions, with the company having the option to settle conversions in cash, stock, or a combination.
  • 5The initial conversion price is approximately $18.85 per share, representing a conversion rate of 53.0427 shares per $1,000 principal amount.
  • 6Bloom Energy entered into capped call transactions for approximately $54.5 million to mitigate potential dilution from note conversions.
  • 7The capped call transactions have an initial cap price of $26.46 per share, a 100% premium over the May 11, 2023 closing price.

Frequently Asked Questions

This filing (8-K) announces Bloom Energy Corporation's entry into a material definitive agreement, specifically the issuance of $715 million in aggregate principal amount of 3.00% Green Convertible Senior Notes due 2028. It also details related capped call transactions designed to manage potential stock dilution.

The notes bear a 3.00% annual interest rate, payable semi-annually, and mature on June 1, 2028. They are senior, unsecured obligations. Noteholders can convert them under certain conditions, with the company having flexibility in how it settles conversions (cash, stock, or both). The initial conversion price is approximately $18.85 per share.

Bloom Energy has entered into capped call transactions with a total cost of approximately $54.5 million. These transactions are designed to offset the dilutive effects that may occur if the notes are converted into shares of the company's Class A common stock. The capped call transactions have an initial cap price of $26.46 per share.

While the filing doesn't elaborate on the specific 'green' criteria met by these notes, it implies that the proceeds are intended to be used for projects that align with environmental sustainability goals, which is common for instruments designated as 'green bonds' or 'green notes'.