Bloom Energy Corporation has announced the pricing of its offering of $350.0 million in aggregate principal amount of 3.00 percent green convertible senior notes due 2029. The private offering is being made to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Initially set at $250.0 million, the offering size was increased due to strong demand. The issuance and sale of the notes are expected to close on May 29, 2024, subject to customary closing conditions. Additionally, Bloom Energy has granted the initial purchasers an option to buy up to an additional $52.5 million in principal.
The notes, which will be senior and unsecured obligations of Bloom Energy, will accrue interest at a rate of 3.00 percent per annum. Interest payments are scheduled semi-annually on June 1 and December 1, starting on December 1, 2024. The notes will mature on June 1, 2029, unless repurchased, redeemed, or converted earlier. Noteholders can convert their notes under certain conditions before March 1, 2029, and at any time thereafter until two trading days before maturity. Conversions can be settled in cash, Class A common stock, or a combination of both, at Bloom Energy’s discretion. The initial conversion rate is set at 47.9795 shares per $1,000 principal amount of notes, equating to a conversion price of approximately $20.84 per share, which represents a 32.5 percent premium over the last reported sale price of $15.73 per share on May 23, 2024. This rate and price are subject to adjustments based on specific events.
Bloom Energy retains the option to redeem the notes for cash, wholly or partially, from June 7, 2027, to the 21st trading day before maturity, provided the company’s Class A common stock exceeds 130 percent of the conversion price for a specified duration. The redemption price will include the principal amount plus accrued and unpaid interest up to the redemption date. In the event of a “fundamental change,” noteholders can require Bloom Energy to repurchase their notes for cash, including accrued interest.
Net proceeds from the offering are estimated at approximately $338.8 million, potentially rising to $389.7 million if the initial purchasers’ option is fully exercised. Bloom Energy plans to use $141.8 million of the proceeds to repurchase $115.0 million of its 2.50 percent Green Convertible Senior Notes due 2025. The remaining funds will support general corporate purposes, such as research and development, sales and marketing, administrative activities, and capital expenditures for projects meeting specific “Eligibility Criteria.”
The notes and shares of Class A common stock issuable upon conversion have not been registered under the Securities Act or any other securities laws and can only be sold under specific exemptions or transactions not subject to registration requirements. This announcement does not constitute an offer to sell or a solicitation to buy the notes or shares, nor does it constitute a notice of redemption or an offer to purchase the existing 2025 notes.
For more information visit www.bloomenergy.com
