Clean Energy Announces Pricing of $220 Million Private Offering of Convertible Senior Notes
September 10 2013 - 9:24PM
Business Wire
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.
Clean Energy Media Contact:Gary Foster,
949-437-1000Senior Vice President, Corporate
Communicationsgfoster@cleanenergyfuels.comorClean Energy
Investor Contact:Tony Kritzer, 949-437-1403Director, Investor
Relationstkritzer@cleanenergyfuels.com
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