Item 1.01. Entry into a Material Definitive Agreement.






Indenture and Notes

On May 13, 2020, Plug Power Inc., a Delaware corporation (the "Company"), agreed to sell to the several initial purchasers (the "Initial Purchasers"), and the Initial Purchasers agreed to purchase from the Company, $200.0 million aggregate principal amount of the Company's 3.75% Convertible Senior Notes due 2025 (the "initial notes"), pursuant to a purchase agreement (the "Purchase Agreement") between the Company and the Initial Purchasers. The Company also granted the Initial Purchasers an option to purchase from the Company up to an additional $30.0 million aggregate principal amount of the Company's 3.75% Convertible Senior Notes due 2025 (the "additional notes" and, together with the initial notes, the "notes") pursuant to the Purchase Agreement for a period of 13 days from, and including, the date the initial notes are issued. The issuance of the initial notes was consummated on May 18, 2020 (the "Closing Date").

The net proceeds the Company received from the offering of the notes was approximately $193.4 million, after deducting the Initial Purchasers' discounts and commissions and offering expenses payable by the Company. On the Closing Date, the Company used $15.3 million of the net proceeds from the offering of the initial notes to pay the cost of the Base Capped Call Transactions (as defined below) and approximately $90.9 million of the net proceeds from the offering of the initial notes to finance the cash portion of the consideration it delivered in connection with the Notes Repurchase Transactions (as defined below). The Company intends to use the remaining net proceeds from the offering to fund eligible green projects designed to contribute to selected Sustainable Development Goals as defined by the United Nations and for working capital and other general corporate purposes, which may include potential acquisitions and strategic transactions. If the Initial Purchasers exercise their option to purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter into Additional Capped Call Transactions (as defined below).

The initial notes were, and any additional notes will be, issued pursuant to an indenture, dated as of the Closing Date (the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee").

The notes bear interest at a rate of 3.75% per annum on the principal amount thereof, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020, to the holders of record of the notes as of the close of business on the immediately preceding May 15 and November 15, respectively. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased in accordance with their terms.

The notes are the senior, unsecured obligations of the Company and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to any of the Company's existing and future liabilities that are not so subordinated, including the Company's 5.50% Convertible Senior Notes due 2023 (the "2023 notes"), effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, of its current or future subsidiaries.

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2024 in the following circumstances:

• during any calendar quarter commencing after the calendar quarter ending on

September 30, 2020 (and only during such calendar quarter), if the last
   reported sale price per share of the Company's common stock, par value $0.01
   per share ("common stock"), exceeds 130% of the conversion price for each of at
   least 20 trading days, whether or not consecutive, during the 30 consecutive
   trading days ending on, and including, the last trading day of the immediately
   preceding calendar quarter;

• during the five business days after any five consecutive trading day period

(such five consecutive trading day period, the "measurement period") in which

the trading price per $1,000 principal amount of notes for each trading day of

the measurement period was less than 98% of the product of the last reported

sale price per share of the Company's common stock and the conversion rate for

the notes on each such trading day;

• if the Company calls any or all of the notes for redemption, any such notes


      that have been called for redemption may be converted at any time prior to
      the close of business on the second scheduled trading day immediately
      preceding the redemption date; and

• upon the occurrence of specified corporate events, as provided in the


      Indenture.

On or after December 1, 2024, to the close of business on the second scheduled trading day immediately before the maturity date, holders may convert all or any portion of their notes at the applicable conversion rate at any time at the option of the holder regardless of the foregoing conditions.

The initial conversion rate for the notes will be 198.6196 shares of the Company's common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $5.03 per share of the Company's common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election.

In addition, following certain corporate events or following issuance of a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called for redemption during the related redemption period in certain circumstances.

The notes will be redeemable, in whole or in part, at the Company's option at any time, and from time to time, on or after June 5, 2023 and before the 41st scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the three trading days immediately preceding the date the Company sends the related redemption notice, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company sends such redemption notice. No sinking fund is provided for the notes.

If the Company undergoes a "fundamental change" (as defined in the Indenture), . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


             Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.




  Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The initial notes were, and any additional notes will be, issued to the Initial Purchasers in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The initial notes were, and any additional notes will be, resold by the Initial Purchasers to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers" in accordance with Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

The Base Capped Call Transactions were, and any Additional Capped Call Transactions will be, entered into by the Company with the Option Counterparties in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Company relied on this exemption from registration based in part on representations made by the Option Counterparties.

The shares of common stock issued to holders of the 2023 notes that participated in the Notes Repurchase Transactions were issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. The Company relied on this exemption from registration based in part on representations made by the holders of the 2023 notes.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, statements concerning the entry by the Company into anticipated unwind of the agreements with existing option counterparties to terminate a portion of the existing capped call transactions as well as the use of proceeds from the offering and the existing capped call transactions. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "will," or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that the Company expects. These risks and uncertainties include market risks, trends and conditions. These and other risks are more fully described in the Company's filings with the Securities and Exchange Commission, including in the section titled "Risk Factors" in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent the Company's beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company disclaims any obligation to update forward-looking statements.

Item 9.01. Financial Statements and Exhibits






d) Exhibits.



Exhibit Number   Description
  4.1              Indenture, dated as of May 18, 2020, between Plug Power Inc. and
                 Wilmington Trust, National Association.

  4.2              Form of 3.75% Convertible Senior Notes due June 1, 2025 (included as
                 Exhibit A to Exhibit 4.1).

  10.1             Base Call Option Confirmation, dated as of May 13, 2020, between Plug
                 Power Inc. and Morgan Stanley & Co. LLC.

  10.2             Base Call Option Confirmation, dated as of May 13, 2020, between Plug
                 Power Inc. and Wells Fargo Bank, National Association.

  10.3             Amendment to Forward Stock Purchase Transaction, dated as of May 13,
                 2020, between Plug Power Inc. and Morgan Stanley & Co. LLC.

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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