Clean Energy Fuels Corp. (NASDAQ:CLNE) (“Clean Energy” or the “Company”)
today announced the pricing of its private offering of $220 million
aggregate principal amount of convertible senior notes due 2018 (the
“notes”). The size of the offering was increased from the previously
announced $200 million aggregate principal amount. Clean Energy has also
granted the initial purchasers of the notes a 30-day option to purchase
up to $30 million aggregate principal amount of additional notes. The
sale of the notes is expected to close on September 16, 2013, subject to
customary closing conditions.
The notes will be senior unsecured obligations of the Company. Interest
on the notes will be payable semi-annually at a rate of 5.25% per year,
and the notes will mature on October 1, 2018 unless earlier purchased,
redeemed or converted. The notes will be convertible at any time at the
option of the noteholders into shares of the Company’s common stock at
the then-applicable conversion rate. The initial conversion rate will be
64.1026 shares of Clean Energy’s common stock per $1,000 principal
amount of the notes (subject to adjustment in certain circumstances),
which is equivalent to a purchase price of approximately $15.60 per
share and represents an approximately 25% conversion premium relative to
the closing sale price of Clean Energy’s common stock on September 10,
2013.
The Company estimates that the net proceeds from the sale of the notes
will be approximately $213 million, after deducting the initial
purchasers’ discount and estimated offering expenses payable by the
Company (assuming no exercise of the initial purchasers’ option to
purchase additional notes), and the Company expects to use those net
proceeds to fund capital expenditures and for general corporate purposes.
The notes are being offered and sold to qualified institutional buyers
in compliance with Rule 144A under the Securities Act of 1933 (the
“Securities Act”). Neither the notes nor the shares of the Company’s
common stock issuable upon conversion of the notes have 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.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of the securities described, and shall not constitute
an offer, solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.
Safe Harbor Statement
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934 that involve risks, uncertainties and
assumptions, such as statements regarding the completion and timing of
the offering and the Company’s planned use of any proceeds of that
offering. Actual results and the timing of events could differ
materially from those anticipated in these forward-looking statements as
a result of several factors including, but not limited to, market and
other general economic conditions, the Company’s and the initial
purchasers’ ability to satisfy the conditions required to close the
offering, and the Company’s perception of future availability of equity
or debt financing needed to fund the growth of its business. The
forward-looking statements made herein speak only as of the date of this
press release and the Company undertakes no obligation to update
publicly such forward-looking statements to reflect subsequent events or
circumstances, except as otherwise required by law. Additionally, the
Company’s Form 10-Q filed on August 8, 2013 with the Securities and
Exchange Commission (www.sec.gov)
contains additional risk factors that may cause actual results to differ
materially from the forward-looking statements contained in this press
release.
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