Entry into a Material Definitive Agreement.
On March 20, 2023, Bloom Energy Corporation (the “Company”)
entered into an Amendment (the “Amendment”) to its certain
Securities Purchase Agreement (as amended, the “Purchase
Agreement”) and Investor Agreement (as amended, the “Investor
Agreement”), each with SK ecoplant Co., Ltd. (“SK ecoplant”).
Pursuant to the Purchase Agreement, the Company issued and sold to
SK ecoplant 13,491,701 shares of non-voting redeemable convertible
Series B preferred stock, par value $0.0001 per share, of the
Company (the “RCPS”), at a purchase price of $23.05 per share or an
aggregate purchase price of approximately $311 million (the
“Secondary Investment”). The closing of the Secondary Investment
(the “Second Closing”) will occur on or before March 24, 2023. The
holder of the RCPS may convert the RCPS at any time into Class A
Common Stock, provided that the RCPS shall automatically be
converted into Class A Common Stock on the six month
anniversary of the Second Closing. The RCPS will have a liquidation
preference over the Company’s common stock and will only be
redeemable at the option of the holders of the RCPS. The RCPS will
not have any voting rights nor entitle the holder to receive
dividends. Upon payment of the RCPS by SK ecoplant, SK ecoplant
directed the Company to issue the RCPS to Econovation, LLC
(“Econovation”), an affiliated entity of SK ecoplant of which SK
ecoplant is the managing member, formed for the sole purpose of
holding the Company shares. The Investor Agreement provides for
certain rights and restrictions relating to the Secondary
Investment as described in the Current Report on Form 8-K filed on October 25, 2021. A
Certificate of Designation of Series B Redeemable Convertible
Preferred Stock (the “Certificate of Designation”) that sets forth
the terms, rights and obligations of the RCPS will be filed with
the Secretary of State of Delaware.
On March 20, 2023, the Company also entered into a
Shareholder’s Loan Agreement with SK ecoplant (the “Loan
Agreement”), which provides that if at any time prior to the
conversion of the RCPS, SK ecoplant provides a notice of the
intention of SK ecoplant or Econovation to hold fewer than
10,000,000 shares or 13,491,701 shares, respectively, and certain
other conditions are satisfied, the Company can request a draw down
on the loan for up to $310,957,102. The Loan Agreement has a
maturity of five years and an interest rate of 4.6%. The proceeds
of the Loan Agreement can be used by the Company for working
capital and general corporate purpose needs.
The foregoing description of the Amendment, the Certificate of
Designation and the Loan Agreement does not purport to be complete
and is subject to, and is qualified in its entirety by, the full
text of the Amendment, the Certificate of Designation and the Loan
Agreement, which are filed herewith as Exhibit 10.1, Exhibit 3.1
and Exhibit 10.2, respectively, and incorporated herein by
Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on
Form 8-K regarding the
Purchase Agreement and the Secondary Investment is incorporated
herein by reference. The Company will offer and sell the RCPS in
reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended. The
Company will rely on this exemption from registration based in part
on representations made by SK ecoplant in the Purchase
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
The disclosure required by this item and included in Item 1.01 of
this Current Report related to the RCPS and Certificate of
Designation are incorporated herein by reference.
The disclosure included in Item 1.01 of this Current Report is
incorporated herein by reference.
Financial Statements and Exhibits.