Bloom Energy Corp 8-K Filing

Ticker: BE · Form: 8-K · Filed: May 29, 2024 · CIK: 1664703

Bloom Energy Corp 8-K Filing Summary
FieldDetail
CompanyBloom Energy Corp (BE)
Form Type8-K
Filed DateMay 29, 2024
Pages7
Reading Time8 min
Key Dollar Amounts$0.0001, $402,500,000, $52,500,000, $1,000, $20.84
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Bloom Energy Corp (ticker: BE) to the SEC on May 29, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $0.0001 (hich registered Class A Common Stock, $0.0001 par value BE New York Stock Exchange); $402,500,000 (ergy Corporation (the "Company") issued $402,500,000 aggregate principal amount of its 3.00%); $52,500,000 (s are first issued, up to an additional $52,500,000 principal amount of Notes. The Notes is); $1,000 (9795 shares of Class A common stock per $1,000 principal amount of Notes, which repres); $20.84 (itial conversion price of approximately $20.84 per share of Class A common stock. The).

How long is this filing?

Bloom Energy Corp's 8-K filing is 7 pages with approximately 2,096 words. Estimated reading time is 8 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 2,096 words · 8 min read · ~7 pages · Grade level 12.9 · Accepted 2024-05-29 17:15:39

Key Financial Figures

  • $0.0001 — hich registered Class A Common Stock, $0.0001 par value BE New York Stock Exchange
  • $402,500,000 — ergy Corporation (the "Company") issued $402,500,000 aggregate principal amount of its 3.00%
  • $52,500,000 — s are first issued, up to an additional $52,500,000 principal amount of Notes. The Notes is
  • $1,000 — 9795 shares of Class A common stock per $1,000 principal amount of Notes, which repres
  • $20.84 — itial conversion price of approximately $20.84 per share of Class A common stock. The
  • $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
  • $50,000,000 — btedness for borrowed money of at least $50,000,000; and (vi) certain events of bankruptcy,
  • $141.8 million — 9, 2024, the Company used approximately $141.8 million of the net proceeds from the offering o
  • $115.0 million — the offering of the Notes to repurchase $115.0 million of its outstanding 2.50% Green Converti

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Indenture and Notes On May 29, 2024, Bloom Energy Corporation (the "Company") issued $402,500,000 aggregate principal amount of its 3.00% Green Convertible Senior Notes due 2029 (the "Notes"). The Notes were issued pursuant to, and are governed by, an indenture (the "Indenture"), dated as of May 29, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement among the Company and the representative of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $52,500,000 principal amount of Notes. The Notes issued on May 29, 2024 include $52,500,000 principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. 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 (including its 2.50% Green Convertible Senior Notes due 2025 and its 3.00% Green Convertible Senior Notes due 2028); (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 3.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Notes will mature on June 1, 2029, unless earlier repurchas

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. 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 purchasers 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 each initial purchaser to persons whom each such 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 25,588,011 shares of the Company's Class A common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 63.5727 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. On May 23, 2024, the Company issued a press release announcing the pricing of the Notes in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On May 29, 2024, the Company used approximately $141.8 million of the net proceeds from the offering of the Notes to repurchase $115.0 million of its outstanding 2.50% Green Convertible Senior Notes due 2025 in privately negotiated transactions.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibits Exhibit Description 4.1 Indenture, dated as of May 29, 2024, between Bloom Energy Corporation and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 3.00% Green Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). 99.1 Press release dated May 23, 2024. 104 Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLOOM ENERGY CORPORATION Date: May 29, 2024 By: /s/ Shawn Soderberg Shawn Soderberg Chief Legal Officer and Corporate Secretary

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