JWCA Advises bloom energy on its upsized $230 million green convertible

August 2020 | read press release

Transaction Background

Bloom Energy successfully raised $230mm (inclusive of greenshoe) in the convertible market, upsized 48% from $135mm launch size, at very attractive terms (2.50% coupon and 25% conversion premium).

• The greenshoe was also upsized from $15mm to $30mm

Bloom Energy engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

JWCA provided extensive analysis for Bloom Energy on deal structuring and related items, including:

• Convertible structuring: redemption options and implications on overall economics

• Stock borrow considerations and alternative solutions

• Accounting and tax analysis/implications

• Convertible documentation to ensure maximum value and future efficiency/flexibility for the company

• Syndicate structure and precedent economic data

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

Due to the “green” designation of the convertible, an additional set of green investors were targeted in the marketing process and helped drive demand for the offering

Bloom Energy’s convertible issuance was very well-received by investors 

• The 2.50% coupon represented the Company-friendly end of the marketed coupon range

• The 25% conversion premium represented the Company-friendly end of the marketed conversion premium range

• The deal was upsized by 48% to $200mm (from $135mm launch size)

Bloom Energy intends to use approximately $96.6mm of the net proceeds to redeem a portion of its 10% Convertible Promissory Notes due 2021, and approximately $82.2mm of the net proceeds to redeem its outstanding 10% Senior Secured Notes due 2024