Fluence Energy, Inc. Completes $400 Million Offering of Convertible Senior Notes Due 2030

Fluence Energy, Inc., based in Arlington, Virginia, has announced that it has successfully completed its offering of convertible senior notes. This offering raised a total of $400 million in aggregate principal amount. The notes, which have an interest rate of 2.25%, are set to mature on June 15, 2030, unless they are bought back, redeemed, or converted before that date.

In addition to the initial offering, Fluence provided the initial purchasers of these notes with an option to buy an extra $50 million worth of notes. This option was fully exercised, leading to the issuance of an additional amount on the same day. The notes are unsecured obligations of Fluence and will pay interest to bondholders on a semi-annual basis.

Details of the Capped Call Transactions

On December 10, 2024, Fluence entered into capped call transactions related to the pricing of these convertible notes. These transactions were negotiated privately with the initial purchasers and other financial partners. Following the purchase option on December 11, additional capped call transactions were also established. Together, these transactions initially cover the number of shares of Fluence’s Class A common stock that could potentially be issued upon the conversion of the notes. The cap price set for these transactions is higher than the share price at the time of the offering.

The purpose of these capped call transactions is primarily to reduce the potential dilution of Fluence’s Class A common stock, as well as to manage any cash payouts that might exceed the principal amount during the conversion process.

Impact on Stock Price and Future Transactions

Fluence has been informed that the counterparties involved in these capped call transactions might engage in various actions such as derivative transactions and secondary market purchases of Class A common stock. These activities, particularly around the pricing of the notes, could influence the stock price positively or negatively. Furthermore, these transferrable positions could also affect the conversion capability of the notes.

As per the offering plan, part of the funds raised will be used to cover the costs of the capped call transactions. The remaining proceeds are earmarked for purchasing an intercompany subordinated convertible promissory note from Fluence Energy, LLC. The funds from this note will support working capital, enhancements to a battery cell production line, and other general corporate needs.

Regulatory and Legal Considerations

The sale of the notes, as well as any shares of common stock that may be issued in connection with conversion, will not be registered under the Securities Act or similar laws. Therefore, they can only be sold to buyers who are qualified institutional buyers as outlined by Rule 144A under the Securities Act. This press release does not serve as an offer to buy or sell any of the securities mentioned.

About Fluence Energy

Fluence Energy, Inc. is recognized as a leader in the energy storage sector and offers various operational services and optimization software solutions. The company is dedicated to building a resilient energy grid and maximizing the potential of renewable energy systems. With numerous projects active across nearly 50 markets, Fluence continues to innovate and support sustainable energy solutions.

Forward-Looking Statements

This announcement may contain forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ from these statements include economic conditions, market trends, and performance-related issues. Fluence advises caution in interpreting these projections as actual outcomes may vary significantly.

Fluence, Energy, Notes