UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
May 7,
2009
CLEAN
ENERGY FUELS CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware
|
|
001-33480
|
|
33-0968580
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification
No.)
|
|
|
|
|
|
3020
Old Ranch Parkway, Suite 400 Seal Beach, California
|
|
90740
|
(Address of Principal Executive Offices)
|
|
Zip Code
|
(562)
493-2804
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01.
Entry Into a Material
Definitive Agreement.
On May 7, 2009, our wholly owned subsidiary Clean
Energy entered into a Purchase & Sale Agreement with Exterran Energy
Solutions, L.P. (Exterran) pursuant to which Clean Energy has agreed to
purchase the following assets from Exterran:
·
Hanover Compressed Natural Gas Services,
LLC, an Exterran wholly-owned subsidiary (Hanover) that provides compressed
natural gas operations and maintenance services to the Los Angeles County
Metropolitan Transportation Authority (LACMTA) and the Massachusetts Bay
Transportation Authority (MBTA);
·
A contract pursuant to which Exterran
provides compressed natural gas operations and maintenance services to
Montgomery County Transit in Montgomery County, Maryland (the Montgomery County
Contract);
·
A contract pursuant to which Exterran
provides compressed natural gas operations and maintenance services to Washington
Metropolitan Area Transit Authority (WMATA) in Washington D.C. (the WMATA
Contract); and
·
Certain assets and inventory utilized by
Exterran and Hanover in the provision of operations and maintenance services to
LACMTA, MBTA, Montgomery County Transit and WMATA.
The aggregate purchase price for the acquired assets
is $5,875,250. The acquisition of
Hanover, which will be renamed CE Natural Gas Fueling Services, LLC, closed on May 7,
2009. The acquisition of the WMATA
Contract will close upon the receipt of the required consent from WMATA. The acquisition of the Montgomery County
Contract will close upon receipt of the WMATA consent and the required consent
from Montgomery County Transit.
$3,175,250 of the purchase price was paid to Exterran upon the closing
of the acquisition of the Hanover entity.
$2,400,000 of the purchase price will
be paid upon the closing of the acquisition of the WMATA Contract and $300,000
of the purchase price will be paid upon the closing of the Montgomery County
Contract in accordance with the terms of the Purchase & Sale Agreement.
The purchase price is subject to post-closing adjustment
based on inventory levels at the customer fueling stations. The purchase price for
the WMATA Contract and Montgomery County Contract are also subject to reduction
as follows:
·
At the close of business on each day
after May 8, 2009, if the closing of the acquisition of the WMATA Contract
has not occurred, then the purchase price will be reduced by $10,000; provided
that, if the closing of the acquisition of the WMATA Contract does not occur
before August 31, 2009 then, unless Clean Energy and Exterran agree
otherwise in writing, the WMATA Contract and the Montgomery Contract will be
excluded from the acquisition and the purchase price attributable to those
contracts will not be payable.
·
At the close of business on each of June 30,
2009, July 31, 2009, August 31, 2009 and September 30, 2009, if
the closing of the acquisition of the Montgomery County Contract has not
occurred, then the purchase price will be reduced by $60,000; provided that, if
the acquisition of the WMATA Contract has occurred, but the acquisition of the
Montgomery County Contract has not occurred by the close of business on October 31,
2009, then the Montgomery County Contract will be excluded from the transaction
and the purchase price attributable to that contract will not be payable.
The Purchase and Sale Agreement contains customary
representations, warranties and covenants and includes indemnification
provisions, subject to deductible and cap amounts. A copy of the Purchase & Sale
Agreement is attached as Exhibit 2.1 to this report and is incorporated
herein by reference. The summary
2