Stem, Inc. Announces Proposed $350 Million Green Convertible Senior Notes Offering
November 16, 2021 04:22 PM Eastern Standard Time
SAN FRANCISCO–(BUSINESS WIRE)–Stem, Inc. (“Stem”) (NYSE: STEM) announced today its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of green Convertible Senior Notes due 2028 (the “Notes”) in a private offering (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, Stem expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including, the date when the Notes are first issued, up to an additional $52.5 million aggregate principal amount of the Notes on the same terms and conditions.
When issued, the Notes will be senior, unsecured obligations of Stem. The Notes will accrue interest payable semi-annually in arrears and will mature on December 1, 2028, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes will be convertible upon the satisfaction of specified conditions into cash, shares of common stock of Stem or a combination thereof, with the form of consideration to be determined at Stem’s election. The Notes will be redeemable, in whole or in part, for cash at Stem’s option at any time, and from time to time, on or after December 5, 2025 and before the 45th scheduled trading day immediately before the maturity date, but