Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 8.01 below as to the satisfaction
and discharge of (i) the Indenture, dated as of May 1,
2020 (the “Indenture”), among Bloom Energy Corporation (the
“Company”), as issuer, the guarantor named therein (the
“Guarantor”), and U.S. Bank Trust Company, National Association (as
successor in interest to U.S. Bank National Association), as
trustee and as collateral agent (“U.S. Bank”), with respect to the
Notes (as defined below), and (ii) the related security
documents, including the Security Agreement, dated as of
May 1, 2020 (the “Security Agreement”), among the Company and
U.S. Bank, as trustee and as collateral agent, is incorporated by
reference into this Item 1.02.
Item 8.01 Other Events.
Effective June 8, 2023, following the deposit of the Redemption
Amount (as defined below) with U.S. Bank, and the satisfaction of
other conditions set forth in the Indenture, the Indenture was
satisfied and discharged in accordance with its terms. As a result
of the satisfaction and discharge of the Indenture, the Company and
the Guarantor have been released from their obligations under the
Indenture, the Notes, and the guarantees thereof, except those
provisions of the Indenture that, by their terms, survive the
satisfaction and discharge of the Indenture.
As a condition to the satisfaction and discharge of the Indenture,
on June 1, 2023 (the “Redemption Date”), the Company
irrevocably deposited sufficient funds with U.S. Bank to redeem all
of the outstanding $57,645,041 aggregate principal amount of its
10.25% Senior Secured Notes due 2027 (the “Notes”), at a price
equal to 104% of the principal amount of the Notes, plus accrued
and unpaid interest to, but excluding, the Redemption Date
(collectively, the “Redemption Amount”). The Company previously
notified the holders of the Notes on May 17, 2023, that
it had elected to redeem the Notes on the Redemption Date. The
Redemption Amount was paid using a portion of the proceeds from the
issuance of the Company’s 3.00% Green Convertible Senior Notes due
In connection with the satisfaction and discharge of the Indenture
and the release of the Notes Collateral (as defined in the
Indenture), the Company also satisfied and discharged its
obligations under the related security documents, including the
Security Agreement, in accordance with the terms of such documents
and the terms of the Indenture.
The above descriptions of certain provisions of the Indenture and
Security Agreement are a summary and are not complete, and are
qualified in their entirety by reference to the full text of the
Indenture and Security Agreement, copies of which are filed as
Exhibit 4.4 and Exhibit 4.6, respectively, to the Company’s
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 11, 2020.