BE.PNG

JWCA Advises bloom energy on its upsized $2.2 billion zero-coupon convertible and concurrent $600 million revolving credit facility

October 2025 | read press release

Transaction Background

Bloom Energy (“the “Company”) successfully raised $2.2 billion (exclusive of greenshoe) in the convertible market at highly attractive terms (0.00% coupon and 52.5% conversion premium). The Company concurrently exchanged ~$976mm (~84% and 86%) of its outstanding 2028 and 2029 convertible notes for a combination of cash and stock

The Company opportunistically raised capital at a very low cost after achieving an all-time high stock price (increasing ~4x year-to-date) while taking advantage of strong convertible market conditions

Bloom Energy’s objectives included:

  • Refinance deeply in-the-money outstanding convertible bonds

  • Raise additional cash to balance sheet for general corporate purposes including growth initiatives and capital expenditures

  • Minimize stock price risk during execution

  • Leverage convertible issuance and relationship-building event to simultaneously and efficiently pursue a new revolving credit facility to create ~$1.8bn of incremental liquidity

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

  • Capital structure, liquidity considerations and liability management of existing notes​

  • Analysis of benefits / considerations of dilution mitigation alternatives

  • Convertible documentation to ensure maximum value and future efficiency/flexibility​

JWCA also ran an RFP process in conjunction with the convertible execution for the Company’s inaugural credit facility, designing the RCF to have syndication commitments by convertible launch and ensuring best outcome.  Closing of the new credit facility is expected later this quarter

Results

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

  • The transaction was multiple times oversubscribed, reflecting strong investor interest and demand, ultimately leading to the deal being upsized by 25%

  • The transaction priced with a 0.00% fixed coupon and 52.5% conversion premium, the midpoint of the marketed range

  • This pricing marks the best priced U.S. convert greater than $2bn in history (without an investor put)

The Company simultaneously exchanged ~$976mm of its 2028 and 2029 convertible notes combined (~84% and 86% of outstanding) at a minimal premium to the current bond trading price, delivering par value in cash and value above par in shares

This is JWCA’s fifth advisory assignment for the Company since their debut convertible offering in 2020