Item 1.01. Entry into a Material Definitive Agreement.
Indenture and Notes
On April 3, 2023, Stem, Inc. (the “Company”) sold to Morgan Stanley & Co. LLC and Evercore Group L.L.C., as initial purchasers (the “Initial Purchasers”), and the Initial Purchasers purchased from the Company, $240 million aggregate principal amount of the Company’s 4.25% Green Convertible Senior Notes due 2030 (the “Notes”), pursuant to a purchase agreement dated as of March 29, 2023, by and between the Company and the Initial Purchasers (the “Purchase Agreement”).
The Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to the Initial Purchasers for initial resale to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A promulgated under the Securities Act. The offer and sale of the Notes and the common stock of the Company, $0.0001 par value per share (the “common stock”) issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The issuance of common stock upon conversion is expected to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
In connection with the issuance of the Notes, the Company entered into an Indenture dated April 3, 2023 (the “Indenture”), with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The terms of the Notes are governed by the Indenture. The Notes will accrue interest payable semi-annually in arrears and will mature on April 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date.
In addition, holders may convert their Notes, in multiples of $1,000 principal amount, in certain circumstances at their option during any calendar quarter commencing after the calendar quarter ending on June 30, 2023, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the Notes, and from and including October 1, 2029, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the Notes without regard to such circumstances. The initial conversion rate for the Notes is 140.3066 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $7.13 per share of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.
In addition, the Notes will be redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after April 5, 2027 and before the 45th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time.
The Indenture provides for certain events upon which the conversion rate will be increased, but in no event will the conversion rate per $1,000 principal amount of notes exceed 178.8908 shares of common stock, subject to adjustments as provided in the Indenture. The Indenture also contains customary events of default.
The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of Notes, which are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Company’s net proceeds from this offering were approximately $232.3 million, after deducting the Initial Purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used approximately $27.8 million of the net proceeds to pay the cost of the capped call transactions described below. Additionally, the Company used approximately $99.8 million of the net proceeds to purchase and surrender for cancellation approximately $163.0 million aggregate principal amount of the Company’s 0.50% Green Convertible Senior Notes due 2028 in privately negotiated transactions effected through one of the Initial Purchasers or its affiliate. The Company intends to use the remainder of the net proceeds for general corporate purposes.
Capped Call Transactions
On March 29, 2023, in connection with the pricing of the Notes, and on March 31, 2023, in connection with the exercise in full by the Initial Purchasers of their option to purchase additional Notes, the Company entered into capped call transactions with certain of the Initial Purchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions are expected generally to reduce the potential dilution to the common stock of the Company upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $11.18 per share (which represents a premium of approximately 100.0% over the last reported sale price of the common stock of the Company on the New York Stock Exchange on March 29, 2023), and is subject to certain adjustments under the terms of the capped call transactions.