m bet 999 Tyler Herro scores 27 before ejection in Heat's 104-100 win over Houston RocketsARLINGTON, Va., Dec. 09, 2024 (GLOBE NEWSWIRE) -- Fluence Energy, Inc. (Nasdaq: FLNC) (“Fluence” or the “Company”), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced its intention to offer, subject to market and other conditions, $300.0 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Fluence also expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45.0 million aggregate principal amount of the Notes. The Notes will be senior, unsecured obligations of Fluence, will accrue interest payable semi-annually in arrears and will mature on June 15, 2030, unless earlier repurchased, redeemed or converted. Before March 15, 2030, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after March 15, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Fluence will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock (“Class A common stock”) or a combination of cash and shares of its Class A common stock, at Fluence’s election. The Notes will be redeemable, in whole or in part (subject to certain partial redemption limitations), at Fluence’s option at any time, and from time to time, on or after December 20, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are “freely tradable”, and all accrued and unpaid additional interest, if any, has been paid in full, as of the date of the related redemption notice, and (ii) the last reported sale price per share of Fluence’s Class A common stock exceeds 130% of the conversion price for a specified period of time. The final terms of the Notes, including the interest rate, initial conversion rate and certain other terms of the Notes, will be determined at the pricing of the offering. If certain events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Fluence to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the Notes, the Company intends to enter into privately negotiated capped call transactions (the “capped call transactions”) with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of the Company’s Class A common stock that will initially underlie the Notes. The Company anticipates that the cap price of the capped call transactions will initially represent a premium over the last reported sale price of the Company’s Class A common stock on the pricing date of the offering of the Notes. The capped call transactions are generally expected to offset the potential dilution to the Class A common stock and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such offset subject to a cap, as the case may be, as a result of any conversion of the Notes. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the counterparties. In connection with establishing their initial hedge of these capped call transactions, the Company has been advised that the counterparties (i) may enter into various over-the-counter cash-settled derivative transactions with respect to the Class A common stock and/or purchase the Class A common stock in secondary market transactions concurrently with, or shortly after, the pricing of the Notes; and (ii) may enter into or unwind various over-the-counter derivatives and/or purchase the Class A common stock in secondary market transactions following the pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of the Class A common stock concurrently with or following the pricing of the Notes and under certain circumstances, could affect the ability to convert the Notes. In addition, we expect that the counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling the Class A common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of the Notes or following any redemption or fundamental change repurchase of the Notes, (y) following any other repurchase of the Notes if the Company unwinds a corresponding portion of the capped call transactions in connection with such repurchase and (z) if the Company otherwise unwinds all or a portion of the capped call transactions). The effect, if any, of these transactions and activities on the market price of the Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of the Class A common stock and the value of the Notes, and potentially the value of the consideration that a noteholder will receive upon the conversion of the Notes and could affect a noteholder’s ability to convert the Notes. Fluence intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, Fluence expects to use a portion of the net proceeds from the sale of additional Notes to fund the cost of entering into additional capped call transactions. Fluence intends to transfer the remaining net proceeds of the offering directly to purchase an intercompany subordinated convertible promissory note issued by Fluence Energy, LLC, the proceeds of which Fluence Energy, LLC intends to use for working capital needs, upgrading one of its battery cell production lines from 305 amp hour cells to 530 amp hour cells, and general corporate purposes. The offer and sale of the Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been, and will not, be registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of Class A common stock issuable upon conversion of the Notes, nor shall there be any sale of the Notes or any such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum. There can be no assurances that the offering of the Notes will be completed as described herein or at all. About Fluence: Fluence Energy, Inc. (Nasdaq: FLNC) is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company’s solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future. Cautionary Note Regarding Forward-Looking Statements The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future results of operations and financial position, operational performance, anticipated growth and business strategy, future revenue recognition and estimated revenues, future capital expenditures and debt service obligations, projected costs, prospects, plans, and objectives of management for future operations, including, among others, statements regarding expected growth and demand for our energy storage solutions, services, and digital application offerings, relationships with new and existing customers and suppliers, introduction of new energy storage solutions, services, and digital application offerings and adoption of such offerings by customers, assumptions relating to the Company’s tax receivable agreement, expectations relating to backlog, pipeline, and contracted backlog, current expectations relating to legal proceedings, and anticipated impact and benefits from the Inflation Reduction Act of 2022 and related domestic content guidelines on us and our customers as well as any other proposed or recently enacted legislation, are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “seeks,” “intends,” “targets,” “projects,” “contemplates,” “grows,” “believes,” “estimates,” “predicts,” “potential”, “commits”, or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Among those risks and uncertainties are market conditions and the satisfaction of the closing conditions related to the offering of the Notes and the consummation of the capped calls transactions. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, our relatively limited operating and revenue history as an independent entity and the nascent clean energy industry; anticipated increasing expenses in the future and our ability to maintain prolonged profitability; fluctuations of our order intake and results of operations across fiscal periods; potential difficulties in maintaining manufacturing capacity and establishing expected mass manufacturing capacity in the future; risks relating to delays, disruptions, and quality control problems in our manufacturing operations; risks relating to quality and quantity of components provided by suppliers; risks relating to our status as a relatively low-volume purchaser as well as from supplier concentration and limited supplier capacity; risks relating to operating as a global company with a global supply chain; changes in the cost and availability of raw materials and underlying components; failure by manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations; significant reduction in pricing or order volume or loss of one or more of our significant customers or their inability to perform under their contracts; risks relating to competition for our offerings and our ability to attract new customers and retain existing customers; ability to maintain and enhance our reputation and brand recognition; ability to effectively manage our recent and future growth and expansion of our business and operations; our growth depends in part on the success of our relationships with third parties; ability to attract and retain highly qualified personnel; risks associated with engineering and construction, utility interconnection, commissioning and installation of our energy storage solutions and products, cost overruns, and delays; risks relating to lengthy sales and installation cycle for our energy storage solutions; risks related to defects, errors, vulnerabilities and/or bugs in our products and technology; risks relating to estimation uncertainty related to our product warranties; fluctuations in currency exchange rates; risks related to our current and planned foreign operations; amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits; risks related to acquisitions we have made or that we may pursue; events and incidents relating to storage, delivery, installation, operation, maintenance and shutdowns of our products; risks relating to our impacts to our customer relationships due to events and incidents during the project lifecycle of an energy storage solution; actual or threatened health epidemics, pandemics or similar public health threats; ability to obtain financial assurances for our projects; risks relating to whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for our offerings do not develop or takes longer to develop than we anticipate; estimates on size of our total addressable market; barriers arising from current electric utility industry policies and regulations and any subsequent changes; risks relating to the cost of electricity available from alternative sources; macroeconomic uncertainty and market conditions; risk relating to interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers’ ability to finance energy storage systems and demand for our energy storage solutions; reduction, elimination, or expiration of government incentives or regulations regarding renewable energy; decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects; severe weather events; increased attention to ESG matters; restrictions set forth in our current credit agreement and future debt agreements; uncertain ability to raise additional capital to execute on business opportunities; ability to obtain, maintain and enforce proper protection for our intellectual property, including our technology; threat of lawsuits by third parties alleging intellectual property violations; adequate protection for our trademarks and trade names; ability to enforce our intellectual property rights; risks relating to our patent portfolio; ability to effectively protect data integrity of our technology infrastructure and other business systems; use of open-source software; failure to comply with third party license or technology agreements; inability to license rights to use technologies on reasonable terms; risks relating to compromises, interruptions, or shutdowns of our systems; changes in the global trade environment; potential changes in tax laws or regulations; risks relating to environmental, health, and safety laws and potential obligations, liabilities and costs thereunder; failure to comply with data privacy and data security laws, regulations and industry standards; risks relating to potential future legal proceedings, regulatory disputes, and governmental inquiries; risks related to ownership of our Class A common stock; risks related to us being a “controlled company” within the meaning of the NASDAQ rules; risks relating to the terms of our amended and restated certificate of incorporation and amended and restated bylaws; risks relating to our relationship with our Founders and Continuing Equity Owners; risks relating to conflicts of interest by our officers and directors due to positions with Continuing Equity Owners; risks related to short-seller activists; we depend on distributions from Fluence Energy, LLC to pay our taxes and expenses and Fluence Energy, LLC’s ability to make such distributions may be limited or restricted in certain scenarios; risks arising out of the Tax Receivable Agreement; unanticipated changes in effective tax rates or adverse outcomes resulting from examination of tax returns; risks relating to improper and ineffective internal control over reporting to comply with Sarbanes-Oxley Act; risks relating to changes in accounting principles or their applicability to us; risks relating to estimates or judgments relating to our critical accounting policies; and the factors described under the headings Part I, Item 1A. “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. We qualify all forward-looking statements contained in this press release by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.VERMILLION, S.D. (AP) — Aidan Bouman threw a 25-yard touchdown pass to Javion Phelps with 12 seconds left and South Dakota defeated FCS top-ranked North Dakota State 29-28 on Saturday to claim a share of its first Missouri Valley Football Conference championship. The Coyotes (9-2, 7-1) trailed 28-17 when Bouman threw deep to Jack Martens for a 40-yard touchdown with 3:22 remaining. They got the ball back with 1:16 left and six plays later Bouman was sacked. The Coyotes quickly lined up and Bouman found Phelps alone 2 yards shy of the end zone along the left sideline and he easily scored. South Dakota won its first game against the Bison in Vermillion since a four-overtime thriller in 2002. The Bison had won the last five meetings in the DakotaDome. The Coyotes took a 14-0 lead on two Travis Theis rushing touchdowns but the Bison (10-2, 7-1) tied the game with two scores in the final 2:26 of the first half, a 23-yard pass from Cam Miller to Braylon Henderson and a 3-yard TD run by Miller. Miller scored from 2 yards out late in the third quarter and CharMar Brown completed a 20-play, 99-yard drive that took nearly 11 minutes with a 1-yard score for a 28-17 Bison lead with just over four minutes to go. Bouman was 18-of-30 for 271 yards and two touchdowns. Miller was 9-of-21 passing with one touchdown and he rushed for 82 yards and another score. AP college football: https://apnews.com/hub/ap-top-25-college-football-poll and https://apnews.com/hub/college-football . Sign up for the AP’s college football newsletter: https://apnews.com/cfbtop25

Herro leads Heat over Rockets in game marred by fight and ejections in final minuteDespite Beijing's formidable lineup and relentless efforts to stage a comeback, Shanxi's resilience and composure proved to be the deciding factors in the end. The Shanxi Loongs' ability to maintain their focus and execute their game plan effectively allowed them to clinch the crucial win, marking a significant milestone in their season.Michigan ties school mark for 3-pointers in blowout of Western Ky.

Stojakovic, Wilkinson lead short-handed Cal past Sacramento State, 83-77 in Cal ClassicIn conclusion, 12306's response to the incident involving the mother and daughter carrying knives on board sheds light on the rules and regulations surrounding knife carrying on trains in China. By emphasizing the 60mm blade length limit and reinforcing security measures, 12306 aims to maintain a balance between safety and practicality for passengers. Moving forward, increased awareness and adherence to these regulations will contribute to a safer and more secure travel experience for everyone.

In a recent incident at a well-known bathhouse, multiple individuals were reported to have fainted in the female bath area, prompting immediate action and closure of the facilities for renovation and investigation.ORONO, Maine (AP) — Michael McNair scored 16 points to lead Boston University and Malcolm Chimezie sealed the victory with a layup with 20 seconds left as the Terriers took down Maine 59-56 on Sunday. Read this article for free: Already have an account? To continue reading, please subscribe: * ORONO, Maine (AP) — Michael McNair scored 16 points to lead Boston University and Malcolm Chimezie sealed the victory with a layup with 20 seconds left as the Terriers took down Maine 59-56 on Sunday. Read unlimited articles for free today: Already have an account? ORONO, Maine (AP) — Michael McNair scored 16 points to lead Boston University and Malcolm Chimezie sealed the victory with a layup with 20 seconds left as the Terriers took down Maine 59-56 on Sunday. McNair also had six rebounds for the Terriers (6-7). Kyrone Alexander scored 13 points and added five rebounds. Chimezie shot 4 of 7 from the field and 0 for 3 from the line to finish with eight points. Kellen Tynes led the way for the Black Bears (8-7) with 17 points, four assists and three steals. Maine also got 12 points from Christopher Mantis. Quion Burns had eight points. McNair scored seven points in the first half and Boston University went into halftime trailing 27-19. Alexander scored a team-high 10 points for Boston University in the second half. Boston University outscored Maine by 11 points over the final half. Boston University’s next game is Thursday against Lafayette on the road, and Maine visits Bryant on Saturday. ___ The Associated Press created this story using technology provided by Data Skrive and data from Sportradar. Advertisement

Iran said on Sunday that it would hold nuclear talks in the coming days with the three European countries that initiated a censure resolution against it adopted by the UN's atomic watchdog. Foreign ministry spokesman Esmaeil Baghaei said the meeting of the deputy foreign ministers of Iran, France, Germany and the United Kingdom would take place on Friday, without specifying a venue. "A range of regional and international issues and topics, including the issues of Palestine and Lebanon, as well as the nuclear issue, will be discussed," the spokesman said in a foreign ministry statement. Baghaei described the upcoming meeting as a continuation of talks held with the countries in September on the sidelines of the annual session of the United Nations General Assembly in New York. On Thursday, the 35-nation board of governors of the UN's International Atomic Energy Agency (IAEA) adopted a resolution denouncing Iran for what it called a lack of cooperation. The move came as tensions ran high over Iran's atomic programme, which critics fear is aimed at developing a nuclear weapon -- something Tehran has repeatedly denied. In response to the resolution, Iran announced it was launching a "series of new and advanced centrifuges". Centrifuges enrich uranium transformed into gas by rotating it at very high speed, increasing the proportion of fissile isotope material (U-235). "We will substantially increase the enrichment capacity with the utilisation of different types of advanced machines," Behrouz Kamalvandi, Iran's atomic energy organisation spokesman, told state TV. The country, however, also said it planned to continue its "technical and safeguards cooperation with the IAEA". During a recent visit to Tehran by IAEA head Rafael Grossi, Iran agreed to the agency's demand to cap its sensitive stock of near weapons-grade uranium enriched up to 60 percent purity. Iranian President Masoud Pezeshkian, in power since July and a supporter of dialogue with Western countries, has said he wants to remove "doubts and ambiguities" about his country's nuclear programme. In 2015, Iran and world powers reached an agreement that saw the easing of international sanctions on Tehran in exchange for curbs on its nuclear programme. But the United States unilaterally withdrew from the accord in 2018 under then-president Donald Trump and reimposed biting economic sanctions, which prompted Iran to begin rolling back on its own commitments. On Sunday afternoon, the United Kingdom confirmed the upcoming meeting between Iran and the three European countries. "We remain committed to taking every diplomatic step to prevent Iran from developing nuclear weapons, including through snapback if necessary," London's Foreign Office said. The 2015 deal contains a "snapback" mechanism that can be triggered in case of "significant non-performance" of commitments by Iran, allowing many sanctions to be reimposed. Ali Vaez, an Iran expert with the International Crisis Group think tank, told AFP that Friday's meeting was set to happen earlier, but "those plans were derailed as a result of Iran-Israel tensions" over the Gaza war. Though the parties will be meeting "without knowing what the incoming Trump administration wants to do", Vaez said that "after a lose-lose cycle of mutual escalation, now both sides are back to realising that engagement might be the least costly option." Tehran has since 2021 decreased its cooperation with the IAEA by deactivating surveillance devices monitoring the nuclear programme and barring UN inspectors. At the same time, it has increased its stockpiles of enriched uranium and the level of enrichment to 60 percent. That level is close, according to the IAEA, to the 90 percent-plus threshold required for a nuclear warhead, and substantially higher than the 3.67 percent limit it agreed to in 2015. pdm/smw/ami

As the former Barcelona "millionaire" adjusts to life at his new club, all eyes will be on him to see if he can rediscover the form that once made him a household name. The pressure will be immense, as expectations are sky-high for a player carrying the weight of such a significant transfer fee on his shoulders. But if he can rise to the occasion and deliver on the pitch, the Reds could be on the brink of a new chapter in their storied history.

No. 22 Texas A&M beats Texas Tech 72-67 in 1st meeting of former conference rivals since 2012Moreover, the ongoing trade negotiations between the United States and China have also played a pivotal role in driving the market higher. The recent progress in trade talks, with both sides expressing optimism about reaching a mutually beneficial agreement, has alleviated concerns about the impact of the trade war on the global economy.US officials discussed merits of removing $10m bounty on HTS leader

Massive ash column reaching 3000 meters, alert level raised, residents evacuated as Taal volcano erupts in the PhilippinesDuring the symposium, various non-party individuals, including experts, scholars, entrepreneurs, and representatives from different sectors, shared their insights and recommendations on economic development. The exchange of ideas and experiences between the Party and non-party participants enriched the dialogue and fostered a spirit of cooperation and mutual understanding.