BLOOM ENERGY CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 2.50% per annum, payable
semi-annually in arrears on
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
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's Class A common stock.
The Notes will have customary provision relating to the occurrence of "Events of
Default" (as defined in the Indenture), which include the following: (i) certain
payment defaults on the Notes (which, in the case of a default in the payment of
interest on the Notes, will be subject to a 30-day cure period); (ii) the
Company's failure to send certain notices under the Indenture within specified
periods of time; (iii) the Company's failure to comply with certain covenants in
the Indenture relating to the Company's ability to consolidate with or merge
with or into, or sell, lease or otherwise transfer, in one transaction or a
series of transactions, all or substantially all of the assets of the Company
and its subsidiaries, taken as a whole, to another person; (iv) a default by the
Company in its other obligations or agreements under the Indenture or the Notes
if such default is not cured or waived within 60 days after notice is given in
accordance with the Indenture; (v) certain defaults by the Company or any of its
subsidiaries with respect to indebtedness for borrowed money of at least
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet
Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the initial purchaser in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
in transactions not involving any public offering. The Notes were initially
resold by the initial purchaser to persons whom the initial purchaser reasonably
believes are "qualified institutional buyers," as defined in, and in accordance
with, Rule 144A under the Securities Act. Any shares of the Company's Class A
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. Initially, a maximum of
17,733,230 shares of the Company's Class A common stock may be issued upon
conversion of the Notes (assuming the initial purchaser exercises its option to
purchase additional Notes in full), based on the initial maximum conversion rate
of 77.1010 shares of Class A common stock per
Item 8.01 Other Events
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofAugust 11, 2020 , betweenBloom Energy Corporation andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 2.50% Green Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.1). 99.1 Press release datedAugust 6, 2020 . 99.2 Press release datedAugust 6, 2020 . 104 Cover page interactive data file (embedded within the inline XBRL document).
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