JWCA advises Bloom Energy on an exchange of a majority of its outstanding 2025 convertible into its existing 2029 convertible notes

may 2025 | read press release

Transaction Background

Following Bloom Energy’s (the “Company”) issuance of its 3.00% convertible due 2029 and simultaneous repurchase of $115mm (50%) of its 2.50% convertible due 2025 in June 2024, the Company was interested in refinancing the majority of its remaining 2025 notes

JWCA designed a novel and innovative transaction that allowed the company to exchange its convertible due 2025 into its recently issued convertible due 2029 in an overnight transaction with no market risk

Bloom Energy's objectives included:

• Minimize stock price risk during execution

• Push out the maturity of its upcoming convertible debt and reduce the risk of having to repay the cash principal

• Minimize issuance costs and streamline execution process

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

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

• Refinancing tactics and execution timing

• Transaction design and documentation

• Delta analysis

Results

Bloom Energy extended the maturity of $112.8mm (~98%) of its convertible due 2025 by ~4 years through an exchange into $115.7mm of the reopened convertible due 2029

The re-opening execution was quicker and more efficient than a new convertible issuance

Confidential marketing followed by an overnight execution eliminated stock price and market risk to the Company

This is J. Wood’s fourth advisory assignment for the Company after advising Bloom Energy on its green convertible issuances in June 2024, May 2023 and August 2020