0001104659-20-042592.txt : 20200402 0001104659-20-042592.hdr.sgml : 20200402 20200402180711 ACCESSION NUMBER: 0001104659-20-042592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200331 FILED AS OF DATE: 20200402 DATE AS OF CHANGE: 20200402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANADA PENSION PLAN INVESTMENT BOARD CENTRAL INDEX KEY: 0001283718 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38598 FILM NUMBER: 20770722 BUSINESS ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 BUSINESS PHONE: 416 972 8226 MAIL ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bloom Energy Corp CENTRAL INDEX KEY: 0001664703 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 770565408 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-543-1500 MAIL ADDRESS: STREET 1: 4353 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 tm2014823d1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-03-31 0 0001664703 Bloom Energy Corp BE 0001283718 CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST, SUITE 2500 TORONTO A6 M5C 2W5 ONTARIO, CANADA 0 0 1 0 6.0% Convertible Senior Secured PIK Notes due 2020 2020-03-31 2020-03-31 4 H 0 21321099 D Class B common stock 21321099 312575 D 10.0% Convertible Senior Secured Notes due 2021 2020-03-31 2020-03-31 4 J 0 29982796 A Class B common stock 29982796 30295371 D The two reported transactions involved an agreement to effect an amendment of outstanding convertible notes. On March 31, 2020, the Reporting Person entered into an Amendment Support Agreement with the Issuer and other investors, which contemplate for an amendment of the Issuer's 6% Convertible Senior Secured PIK Notes due 2020 (the "6% Notes"). The Reporting Person's beneficial ownership of the 6% Notes was previously reported on a Form 3 filed by the Reporting Person on August 3, 2018 and a Form 4 filed on August 10, 2018. Upon amendment of the Indenture pursuant to which the 6% Notes are outstanding, the conversion price of the 6% Notes will be reduced from $11.25 to $8.00, the maturity date will be extended from December 1, 2020 to December 1, 2021 and the interest rate will be increased from 6% to 10%, among other amendments (such 6% Notes, as amended, the "10% Notes"). The amendment of the 6% Notes result in the deemed cancellation of the 6% Notes and the deemed acquisition by the Reporting Person of the 10% Notes. Upon the completion of the Issuer's initial public offering, the outstanding principal and accrued interest on the 6% Notes became convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $11.25. The Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at the holder's option or (b) upon any transfer except certain permitted transfers. All the outstanding shares of Class B common stock will convert automatically into shares of Class A common stock upon the date that is the earliest to occur of (i) immediately prior to the close of business on the fifth anniversary of the closing of Issuer's initial public offering, (ii) immediately prior to the close of business on the date on which the outstanding shares of Class B common stock represent less than five percent (5%) of the aggregate number of shares of Class A common stock and Class B common stock then outstanding, (iii) the date and time, or the occurrence of an event, specified in a written conversion election delivered by KR Sridhar to the Secretary or Chairman of the Board to so convert all shares of Class B common stock, or (iv) immediately following the date of the death of KR Sridhar. Represents shares of Class B common stock issuable upon conversion of $239,862,370 in aggregate principal amount of 6% Notes at a conversion rate of 88.88888889 shares of Class B common stock per $1,000 principal amount of the 6% Notes. The outstanding principal on the 10% Notes is convertible at any time prior to maturity at the option of the holders thereof into shares of the Issuer's Class B common stock at a conversion price of $8.00. The 10% Notes will mature on December 1, 2021 and will bear interest at a fixed rate per annum equal to 10.00%, payable monthly in cash. Represents (i) shares of Class B common stock issuable upon conversion of $239,862,370 in aggregate principal amount of 10% Notes at a conversion rate of 125 shares of Class B common stock per $1,000 principal amount of the 10% Notes and (ii) 312,575 shares of Class B common stock issued upon automatic exercise of a warrant, as previously reported on a Form 3 filed by the Reporting Person on August 3, 2018. Represents shares of Class B common stock issued upon automatic exercise of a warrant, as previously reported on a Form 3 filed by the Reporting Person on August 3, 2018. /s/ Kathryn J. Daniels; Title: Managing Director, Head of Compliance, Legal, Canada Pension Plan Investment Board 2020-04-02