Item 1.01 Entry into Material Definitive Agreement
As previously disclosed in its filings with the Securities and Exchange
Commission, in June 2019, Bloom Energy Corporation ("Bloom") entered into a
transaction ("PPA II") , to effect the upgrade of 30 megawatts of Energy Servers
located in Delaware and owned by Diamond State Generation Partners, LLC, a
Delaware limited liability company (the "Project Company"). For the first phase
of PPA II, Bloom (i) repurchased and removed 19.0 megawatts of the existing
older generation Energy Servers and (ii) the Project Company purchased 17.7
megawatts of new Energy Servers to replace the older generation servers. To
facilitate the purchase of the new Energy Servers, SP Diamond State Class B
Holdings, LLC, ("Class B Member"), a wholly owned subsidiary of Southern Power
Company, was admitted to the Project Company as a majority-interest member,
pursuant to which Class B Member made capital contributions sufficient to
purchase the new Energy Servers.
On December 23, 2019, for the second phase of PPA II, Bloom entered into
agreements to (i) repurchase and remove 11.0 megawatts of the existing older
generation Energy Servers and (ii) have the Project Company purchase 9.8
megawatts of new Energy Servers to replace the older generation servers. To
finance the purchase of the new Energy Servers, Assured Guaranty Municipal
Corporation ("Assured Guaranty") was admitted to the Project Company as an
equity interest member, pursuant to which Assured Guaranty made or will make
capital contributions in the approximate amount of $87.5 million to purchase the
new 9.8 megawatts of Energy Servers.
In connection with second phase of PPA II, Bloom has agreed to indemnify Assured
Guaranty for environmental risks, tariff damages, certain tax recapture events,
Bloom's potential failure to perform under its Master Operations and Maintenance
Agreement, as amended, and potential project delays. These indemnities, which in
certain cases are up to the amount of Assured Guaranty's capital contribution
amount, will be secured by a letter of credit. The letter of credit limit starts
at $4.0 million and will increase up to $34.5 million over 18 months; after
Assured Guaranty has received at least $12.8 million in distributions from the
Project Company, the letter of credit limit will start to step down. Bloom
expects the letter of credit limit to be extinguished to zero by 2025.
Bloom has agreed (i) to pay Assured Guaranty liquidated damages in an amount of
approximately $4.00 per kilowatt of system capacity per day for each megawatt of
the Phase 2 project not commissioned by January 1, 2020 and (ii) as part of its
indemnity obligations, to refund any contributions made plus 5% thereof if Bloom
fails to commission at least 6.0 megawatts by January 31, 2020. Bloom currently
expects to have all 9.8 megawatts commissioned by December 31, 2019, subject to
unforeseen weather delays.
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