Bloom Energy Corporation Announces Proposed Convertible Senior Notes Offering - Seite 2

In connection with the pricing of the notes, Bloom Energy expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are expected to initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Bloom Energy’s common stock that will initially underlie the notes. If the initial purchasers exercise their option to purchase additional notes, Bloom Energy expects to enter into additional capped call transactions with the option counterparties.

The capped call transactions are expected generally to reduce the potential dilution to Bloom Energy’s common stock upon any conversion of the notes and/or at Bloom Energy’s election (subject to certain conditions) offset any potential cash payments Bloom Energy is required to make in excess of the principal amount of converted notes, as the case may be, in the event that the market price per share of Bloom Energy’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the notes and is subject to anti-dilution adjustments. If, however, the market price per share of Bloom Energy’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Bloom Energy’s common stock and/or purchase shares of Bloom Energy’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Bloom Energy’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Bloom Energy’s common stock and/or purchasing or selling Bloom Energy’s common stock or selling Bloom Energy’s common stock or other securities in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during the relevant valuation period under the capped call transactions and (y) are likely to do so following any early conversion or repurchase of notes by Bloom Energy, if Bloom Energy elects to unwind a corresponding portion of the capped call transactions in connection with such early conversion or repurchase). This activity could also cause or avoid an increase or decrease in the market price of Bloom Energy’s common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of Class A common stock and value of the consideration that noteholders will receive upon conversion of the notes.