JWCA advises Bloom Energy on its upsized $402.5 million green convertible issuance

may 2024 | read press release

Transaction Background

Bloom Energy Corp. (“Bloom Energy” or the “Company”) successfully raised $402.5mm (inclusive of greenshoe) in the convertible market at attractive terms (3.00% coupon and 32.5% conversion premium), while repurchasing ~$115mm (~50%) of its outstanding 2025 convertible notes 

Bloom Energy took advantage of strong underlying convertible market conditions and recent momentum in its stock to successfully execute its third green convertible bond issuance

Bloom Energy’s objectives included:

• Minimize stock price risk during execution

• Opportunistically repurchase 2025 convertible notes to manage outstanding liabilities and capital structure 

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

• Re-financing tactics and analysis

• Analysis of benefits / considerations of a derivative overlay

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

• Accounting analysis/implications

• Syndicate structure and precedent data

• Execution timing 

JWCA provided advice, support and analysis throughout the execution process

Results

Bloom Energy’s convertible transaction was very well received by investors:

• The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s convertible bond offering

• The offering was upsized by 40% from an initial $250mm targeted size

• The 3.00% coupon and 32.5% conversion premium was on the company friendly end of both marketed coupon and conversion premium ranges

This is J. Wood’s third advisory assignment for the Company after advising Bloom Energy on its green convertible issuances in May 2023 and August 2020