Bloom Energy Corporation Prices Upsized $350.0 Million Green Convertible Senior Notes Offering

Bloom Energy Corporation (NYSE:BE) today announced the pricing of its offering of $350.0 million aggregate principal amount of 3.00% green convertible senior notes due 2029 (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”). The offering size was increased from the previously announced offering size of $250.0 million aggregate principal amount of notes. The issuance and sale of the notes is scheduled to settle on May 29, 2024, subject to customary closing conditions. Bloom Energy also granted 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 $52.5 million principal amount of notes.

The notes will be senior, unsecured obligations of Bloom Energy and will accrue interest at a rate of 3.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The notes will mature on June 1, 2029, unless earlier repurchased, redeemed or converted. Before March 1, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 1, 2029, 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 47.9795 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.84 per share of Class A common stock. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of $15.73 per share of Bloom Energy’s Class A common stock on May 23, 2024. The conversion rate and conversion price will be 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 holders who convert their notes in connection with that make-whole fundamental change.