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Filed Pursuant to Rule 433 under the Securities Act of 1933
Issuer Free Writing Prospectus dated July 27, 2018
Relating to Prospectus dated July 24, 2018
BLOOM ENERGY CORPORATION
Supplement to Prospectus
Issued July 27, 2018
The information in this free writing prospectus supplements the prospectus of Bloom Energy Corporation (the Company) dated July 24, 2018 (the Prospectus), which is available at https://www.sec.gov/Archives/edgar/data/1664703/000119312518227590/d96446d424b4.htm, and relates to the Companys Registration Statement on Form (File In all other respects, this free writing prospectus is qualified in its entirety by reference to the Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Prospectus.
On July 25, 2018, KR Sridhar, the Companys Chief Executive Officer, Founder and Chairman, gave a telephone interview to MarketWatch. On July 26, 2018, MarketWatch published an article (the MarketWatch Article) based, in part, on that interview.
Clarifications and Corrections
Mr. Sridhar is quoted as saying The company is already profitable as of the second quarter in the MarketWatch Article. The Company is still in the process of finalizing its financial results for the three months ended June 30, 2018. However, the Company does not expect to generate an operating profit on a GAAP basis for the three months ended June 30, 2018.
As disclosed in the Prospectus under Prospectus SummaryRecent Developments, the Company provided preliminary estimates of its financial results for the three months ended June 30, 2018.
The Company estimated that GAAP loss from operations will range between $(6,900,000) and $(4,200,000) for the three months ended June 30, 2018.
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The Company also estimated that profit from operations will range between $1,000,000 and $3,500,000 for the three months ended June 30, 2018. profit from operations excludes stock-based compensation, which the Company estimates will range between $7,900,000 and $7,700,000 for the three months ended June 30, 2018. The foregoing estimates were not audited or reviewed by PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm, are managements estimates and actual results may be materially different.
You should read the Companys preliminary estimates for its financial results for the three months ended June 30, 2018 together with the entire Prospectus, including Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations and the Companys consolidated financial statements and the related notes contained elsewhere in the Prospectus.
Mr. Sridhar is quoted as saying that Bloom Energy will be cash-flow positive and GAAP-profitable this year, and sustainably onward. The MarketWatch Article goes on to state that, in an email to MarketWatch, a Bloom Energy spokesperson late Wednesday clarified that Bloom Energy expects to be GAAP profitable at the operating level, and thus cash-flow positive, this year, not net profitable. The Company disclaims any statement regarding its expectations for future profitability or cash flows, makes no such forecast or prediction at this time regarding its future operating results, and undertakes no obligation to do so in the future.
The MarketWatch Article states that Mr. Sridhar said that almost a third of the shares reserved in the IPO for board members and Bloom Energy employees and family were [sold]. As disclosed in the Prospectus, certain of the Companys directors, director nominee and stockholders affiliated with directors agreed to purchase an aggregate of 3,333,332 shares of the Companys Class A Common Stock.
In addition, the underwriters sold 1,071,400 shares of the Companys Class A Common Stock to the Companys directors, executive officers and other individuals associated with them, and the Companys employees through a directed share program.
Furthermore, neither the Company nor Mr. Sridhar were or are authorized to speak on behalf of the investment beliefs and decisions of the Companys board members and employees, and the Company disclaims all such statements, makes no such statement at this time and undertakes no obligation to do so in the future.
The MarketWatch Article is set forth below.
Bloom Energy Hits the Public Market-Clean Tech's Best First Day in Years
Bloom Energy will be profitable this year, CEO says after IPO
Alternative-energy company will be profitable, cash-flow-positive this year and beyond; shares up 50% post IPO
By Claudia Assis
MarketWatch, July 26, 2018 10:50 a.m. ET
This story has been updated to reflect additional information from Bloom Energy.
Wall Street seemingly could not get enough of Bloom Energy Corp.
Bloom Energy's IPO filing includes a very surprising disclosure
on Wednesday, with shares rising more than 60% after an initial public offering that chief executive and founder K.R. Sridhar credited to his companys ability to explain its purpose.
Investors understood very clearly what the size of the market is, they understood what the opportunity is, Sridhar told MarketWatch in a telephone interview.
Other solutions for rising global energy needs are Band-Aids that are not as reliable, as resilient to power fluctuations or as sustainable, he said.
Sridhar went on to say that Bloom Energy will be cash-flow positive and GAAP-profitable this year, and sustainably onward.
(In an email to MarketWatch, a Bloom Energy spokesperson late Wednesday clarified that Bloom Energy expects to be GAAP profitable at the operating level, and thus cash-flow positive, this year, not net profitable.)
The company is already profitable as of the second quarter, he said.
In a regulatory filing, Bloom listed profits from operations of $5.7 million in the three months ended in March, mostly on a $121.3 million boost from products delivered, compared with $28 million in the three months ended March 2017. That reflected in part a $43.9 million product revenue benefit due to a retroactive renewal of federal tax credits.
It listed a net loss attributed to shareholders of $18 million.
Bloom early Wednesday priced its initial public offering, selling 18 million shares at $15 apiece, the top of a range set earlier in July, to raise $270 million and valuing the company north of $2 billion.
Shares opened 30% higher on the New York Stock Exchange by midday Wednesday, and rapidly surpassed that to close at $25, up 67%.
Bloom, founded in 2001 and located in Sunnyvale, Calif., last had a valuation in private markets around $2.9 billion seven years ago.
Bloom Energy makes solid oxide fuel cells that are used in stationary power-generation servers as small as half the size of a typical shipping container.
The servers, placed at client locations, convert natural gas or biogas into electricity through electrochemical reactions that result in lower emissions than traditional energy generation.
In a sign of confidence, almost a third of the shares reserved in the IPO for board members and Bloom Energy employees and family were solo [sic], Sridhar said.
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Bloom backers included venture-capital powerhouses such as Kleiner Perkins Caufield & Byers and New Enterprise Associates.
We had to restrict it, Sridhar said. It was very positive that board members and employees didnt see the IPO as an exit strategy, but wanted more, he said.
The CEO said Bloom was constantly scanning for opportunities in other markets, having recently entered South Korea and being present in India and Japan.
Sridhar kept mum on potential acquisitions down the line, and said current the current business climate, with concerns about trade wars and tariffs pushing prices higher, is unfortunate, but not a stumble for Bloom.
We have multiple suppliers in several countries, including the U.S., he said.
Fuel cell start-up Bloom Energy files for IPO
Its not a big deal for us at this point.
Forward Looking Statements
This document contains forward-looking statements that involve risks and uncertainties, including statements relating to the Companys preliminary estimates of its results for the three months ended June 30, 2018 and its future financial performance.
Forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including: the effects of the Companys limited operating history; the emerging nature of the distributed generation industry and possibility that it does not receive widespread acceptance; the uncertainty of estimates of market growth, the Companys significant losses in the past; the significant upfront costs of the Companys Energy Servers; the risk of manufacturing defects in the Energy Servers; the performance of the Energy Servers which is subject to factors outside of the Companys control; other litigation; privacy; and general market, political, economic and business conditions worldwide, as well as the additional risks and uncertainties that could affect the Company, are included in the section titled Risk Factors in the Prospectus.
For example, see Risk FactorsRisks Relating to Our Business and IndustryCertain estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, Risk FactorsRisks Relating to Our Business and IndustryWe have incurred significant losses in the past and we do not expect to be profitable for the foreseeable future, Risk FactorsRisks Relating to Our Business and IndustryOur limited operating history and our nascent industry makes evaluating our business and future prospects difficult, Risk FactorsRisks Relating to Our Business and IndustryThe distributed generation industry is an emerging market and distributed generation may not receive widespread market acceptance and the other risks and uncertainties identified in the Risk Factors section of the Prospectus.
All forward-looking statements contained herein are based on information available to the Company as of the date hereof.
Bloom Energy Corporation has filed a registration statement (including the Prospectus) with the Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the Prospectus in that registration statement and other documents Bloom Energy Corporation has filed with the SEC for more complete information about Bloom Energy Corporation and this offering.
You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.
Bloom Energy Corporation Class A Common Stock (BE) SEC Filings
Alternatively, a copy of the Prospectus may be obtained from J.P. Morgan, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, or by or from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.