Bloom Energy Corporation Announces Full Exercise and Closing of its Green Convertible Senior Notes due 2025
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.