| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 16, 2022, Bloom Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell 13,000,000 shares (the “Firm Shares”) of its Class A common stock, par value $0.0001 per share (“Common Stock”), to the Underwriters (the “Offering”). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days from the date of the Underwriting Agreement, to purchase up to 1,950,000 additional shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”). The price to the public in this offering is $26.00 per share. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $24.895 per share.
The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-260464).
Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
In connection with the Offering, the Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock without first obtaining the written consent of the Representatives, subject to certain exceptions, for 60 days after the date of the Prospectus (as defined in the Underwriting Agreement).
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.
A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
On August 19, 2022, the Offering closed and the Company completed the sale and issuance of an aggregate of 14,950,000 shares of Common Stock, including the exercise in full of the Option Shares. The Company received net proceeds of approximately $371.5 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by the Company.
