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.
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.
The offer and sale of the notes and any shares of Class A common
stock issuable upon conversion of the notes have not been, and will
not be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of Class A common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful. This press release
does not constitute an offer to purchase or notice of redemption
with respect to the 10.25% Senior Secured Notes due 2027, and Bloom
Energy reserves the right to elect not to proceed with the
redemption.
About Bloom Energy
Bloom Energy empowers businesses and communities to responsibly
take charge of their energy. The company’s leading solid oxide
platform for distributed generation of electricity and hydrogen is
changing the future of energy. Fortune 100 companies around the
world turn to Bloom Energy as a trusted partner to deliver lower
carbon energy today and a net-zero future.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion, timing and size of
the proposed offering, the intended use of the proceeds, the terms
of the notes being offered and the anticipated terms of, and the
effects of entering into, the capped call transactions described
above. Forward-looking statements represent Bloom Energy’s current
expectations regarding future events and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those implied by the forward-looking
statements. Among those risks and uncertainties are market
conditions, including market interest rates, the trading price and
volatility of Bloom Energy’s Class A common stock and risks
relating to Bloom Energy’s business, including those described in
periodic reports that Bloom Energy files from time to time with the
SEC. Bloom Energy may not consummate the proposed offering
described in this press release and, if the proposed offering is
consummated, cannot provide any assurances regarding the final
terms of the offer or the notes or its ability to effectively apply
the net proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and Bloom Energy does not undertake to update the
statements included in this press release for subsequent
developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230510006101/en/
Media Contact: Tom Flannigan, press@bloomenergy.com
Investor Relations: Ed Vallejo, 267.370.9717,
Edward.Vallejo@bloomenergy.com
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