Bloom Energy Swaps $113 Mln In 2025 Notes For New 2029 Green Convertible Notes

Bloom Energy

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(RTTNews) - Bloom Energy Corporation (BE) Thursday announced that it entered into privately negotiated exchange agreements on May 7, 2025, with holders of its 2.50% green convertible senior notes due 2025.

Under these agreements, approximately $112.8 million of the 2025 notes will be exchanged for around $115.7 million of newly issued 3.00% green convertible senior notes due 2029. The exchange is expected to settle around May 13, 2025, pending customary conditions.

Following the transaction, only about $2.2 million of the 2025 notes will remain outstanding, while the total outstanding 2029 notes will rise to approximately $518.2 million, which includes those previously issued in May 2024. Bloom Energy will not receive cash from this issuance.

The 2029 notes will be unsecured senior debt, accruing 3.00% interest annually, payable semi-annually on June 1 and December 1, and maturing on June 1, 2029. Noteholders may convert them early only under certain conditions, and freely after March 1, 2029, until two trading days before maturity. Conversion can result in cash, stock, or a combination, at Bloom's discretion. The initial conversion rate is 47.9795 shares per $1,000, equating to roughly $20.84 per share, subject to adjustments. In specific scenarios like a "make-whole fundamental change," Bloom will temporarily increase the conversion rate.

Beginning June 7, 2027, Bloom may redeem the 2029 notes for cash under specific conditions, including if the stock price exceeds 130% of the conversion price for a set period. Any redemption triggers a conversion window, which also qualifies as a "make-whole fundamental change."

If a broader "fundamental change" occurs, holders may require Bloom to repurchase their notes for cash at face value plus accrued interest.

The exchanged notes and any Class A common stock issued upon conversion are not registered under the Securities Act of 1933 and will only be offered or sold under applicable exemptions. This announcement does not constitute a sale offer in any jurisdiction where such activity is prohibited.

Thursday, BE closed at $17.24, up 4.30%, and is currently trading at $17.20 in after-hours, down 0.23% on the NYSE.