Bloom Energy Corporation Announces Proposed Convertible Senior Notes Offering

Bloom Energy Corporation (NYSE: BE) today announced its intention to offer, subject to market and other conditions, $500,000,000 aggregate principal amount of green convertible senior notes due 2028 (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”). Bloom Energy also expects to grant 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 $75,000,000 principal amount of notes.

The notes will be senior, unsecured obligations of Bloom Energy, will accrue interest payable semi-annually in arrears and will mature on June 1, 2028, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. 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 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 5, 2026 and on or before the 46th 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. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

Bloom Energy intends to use a portion of the net proceeds from the offering of the notes to fund the cost of entering into the capped call transactions described below. Bloom Energy also intends to use a portion of the net proceeds from the offering of the notes to redeem all of the $57,645,000 outstanding principal amount of its 10.25% Senior Secured Notes due 2027, at a redemption price equal to 104% of the principal amount redeemed plus accrued and unpaid interest. 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” as described below. If the initial purchasers exercise their option to purchase additional notes, then Bloom Energy intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below, and the remainder, if any, for the purposes described above. 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.