JEFFREY R. VETTER | May 23, 2018
|
EMAIL JVETTER@FENWICK.COM | ||
Direct Dial (650) 335-7631 |
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: | Brian Cascio Michael Fay Russell Mancuso Caleb French Heather Percival |
Re: | Bloom Energy Corporation Amendment No. 10 to Draft Registration Statement on Form S-1 Submitted April 27, 2018 CIK No. 0001664703 |
Ladies and Gentlemen:
On behalf of Bloom Energy Corporation (the Company), and in connection with Confidential Submission No. 11 (the Draft No. 11) to the Registration Statement on Form S-1 (CIK No. 0001664703) confidentially submitted by the Company to the U.S. Securities and Exchange Commission (the Commission) on March 25, 2016 (the Registration Statement), the Company hereby supplementally responds to the comments of the staff of the Commission (the Staff).
The Company advises the Staff that the Companys obligation to repurchase Energy Servers from its customers under any of its O&M Agreements is triggered only upon a default by the Company under the applicable O&M Agreement. If a customer terminates an O&M Agreement for any reason other than the Companys default under such agreement, then the Company will have no obligation to repurchase the applicable Energy Servers.
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (650) 335-7631 or, in my absence, Michael Shaw at (650) 335-7842.
Sincerely,
/s/ Jeffrey R. Vetter
Jeffrey R. Vetter
FENWICK & WEST LLP
cc (via e-mail): | Shawn Soderberg, Esq. Michael Shaw, Esq. Alan F. Denenberg, Esq. Emily Roberts, Esq. |