Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Other than those items discussed below, there have been no subsequent events that occurred during the period subsequent to the date of these condensed consolidated financial statements that would require adjustment to our disclosure in the condensed consolidated financial statements as presented.

Securities Purchase Agreement

On October 23, 2021, we entered into the SPA with SK ecoplant in connection with a strategic partnership. Pursuant to the SPA, we have agreed to sell to SK ecoplant 10,000,000 shares of zero coupon, non-voting redeemable convertible Series A preferred stock in us, par value $0.0001 per share, (the “RCPS”), at a purchase price of $25.50 per share or an aggregate purchase price of approximately $255.0 million (the “Initial Investment”). The SPA contains liquidation preferences, customary representations, warranties, covenants and conditions to the closing of the Initial Investment (the "First Closing"), including receipt of all approvals or the termination or expiration of all waiting periods required under applicable antitrust laws. The SPA

may be terminated by either us or SK ecoplant if the First Closing has not occurred by December 31, 2021, subject to extension to March 31, 2022 in the event certain approvals have not been obtained.

In addition to the Initial Investment, following the First Closing and on or prior to November 30, 2023, SK ecoplant will have the option (but not the obligation) to purchase a minimum of 11,000,000 shares of our Class A Common Stock at the higher of (i) $23.00 per share and (ii) one hundred fifteen percent (115%) of the volume-weighted average closing price of the twenty (20) consecutive trading day period immediately preceding the notice to purchase such shares (the “Second Investment”). The maximum amount of capital stock that SK ecoplant and its subsidiaries may hold is capped at 15% of our issued and outstanding capital stock (inclusive of the RCPS purchased in the Initial Investment and any other purchases of our stock). The SPA contains customary representations, warranties, covenants and conditions to closing of the Second Investment. Simultaneous with the execution of the SPA, we and SK ecoplant have executed an Amendment to the Joint Venture Agreement, an amendment and restatement to our Preferred Distribution Agreement with SK ecoplant and a new Commercial Cooperation Agreement regarding initiatives pertaining to the hydrogen market and general market expansion for the Bloom Energy Server and Bloom Energy Electrolyzer.

Term Loan Agreement

In November 2021, PPA V entered into a $136 million term loan due June 2031. This replaces the LIBOR +2.5% Term Loan due December 2021. This new non-recourse debt was issued at an interest rate of 3.04%. For additional information on the LIBOR + 2.5% Term Loan due December 2021, please see Note 7 - Outstanding Loans and Security Agreements.