Item 8.01 Other Events
In its Registration Statement on Form S-1/A filed with the Securities and
Exchange Commission on July 24, 2018, Bloom Energy Corporation ("Bloom")
previously disclosed the material terms of its PPA IIIb project. As part of the
PPA IIIb project, Bloom, through a special purpose subsidiary (the "Project
Company"), had previously entered into certain agreements for the purpose of
developing, financing, owning, operating, maintaining and managing a portfolio
of baseload fuel cell electricity generators ("Energy Servers").
On November 27, 2019, Bloom entered into certain agreements through a
wholly-owned subsidiary to (i) buy out the existing debt and equity investors in
Project Company such that Project Company became indirectly wholly-owned by
Bloom, and (ii) upgrade 5.4 megawatts of the existing Bloom Energy Servers owned
and managed by Project Company by selling and installing new Energy Servers.
Immediately following the buyout, Project Company repaid all outstanding loans
and indebtedness to Project Company's lenders in the approximate amount of $24.2
million plus swap breakage costs estimated at approximately $0.2 million, and
terminated its agreements, including related liens on Project Company assets,
with such lenders. Project Company subsequently entered into a leasing
transaction under its managed services program with Key Equipment Finance, a
division of KeyBank National Association, a national banking association
("KeyBank"), to finance the upgrade of the PPA IIIb project Energy Servers,
pursuant to which KeyBank will own the assets and Bloom will service them. The
sale-leaseback transaction is subject to Bloom's standard warranties and
guaranties. Bloom expects to net approximately $26.2 million in cash proceeds
after the buyout of the existing debt and equity financiers and sale of the new
Energy Servers.
Previously, Bloom had financed multiple Energy Servers with KeyBank by entering
into sale-leaseback transactions. To date, KeyBank has financed approximately
45.85 megawatts of Energy Servers. $20.0 million of the proceeds from the
current upgrade financing has been pledged for a seven-year period to secure
Bloom's operations and maintenance obligations with respect to the totality of
Bloom's obligations to KeyBank. All or a portion of such funds would be released
if Bloom meets certain credit rating and/or market capitalization milestones
prior to the end of the pledge period. If Bloom does not meet the required
criteria within a five-year period, the funds would be released over the
following two years as long as the Energy Servers continue to perform in
compliance with their warranties.

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