FuelCell Energy, Inc. (Nasdaq: FCEL) (“FuelCell Energy” or the
“Company”) today announced the launch of an underwritten public
offering of 34,518,539 shares of its common stock (the “Offering”).
Subject to market and other conditions, FuelCell Energy expects to
sell 19,822,219 shares of common stock and certain selling
stockholders expect to sell an aggregate of 14,696,320 shares of
common stock. FuelCell Energy also granted the underwriters a
30-day option to purchase up to an additional 5,177,781 shares of
common stock.
FuelCell Energy intends to use the net proceeds
from the Offering to repay all outstanding amounts under its Credit
Agreement with Orion Energy Partners Investment Agent, LLC, as
Administrative Agent and Collateral Agent and its affiliated
lenders. The Company may also use a portion of the net proceeds
from the Offering to pay the principal redemption price of and
accrued dividends on preferred stock issued by one of the Company’s
subsidiaries and to repay other outstanding debt. Any remaining
proceeds will be used to accelerate the development and
commercialization of the Company’s solid oxide platform and for
project development, project financing, working capital support,
and general corporate purposes. FuelCell Energy will not receive
any proceeds from shares of common stock to be sold by the selling
stockholders.
J.P. Morgan Securities LLC is acting as sole
book-running manager.
A shelf registration statement on Form S-3
(including a prospectus) relating to these securities has been
filed with the Securities and Exchange Commission and has become
effective. The Offering may be made only by means of a prospectus
supplement and the accompanying prospectus. Before investing,
prospective investors should read the prospectus supplement,
accompanying prospectus and documents incorporated by reference
therein for more complete information about FuelCell Energy and the
Offering. A copy of the preliminary prospectus supplement and
accompanying prospectus related to the Offering can be obtained for
free by visiting the Securities and Exchange Commission’s website
at http://www.sec.gov or by contacting: J.P. Morgan Securities
LLC, Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, telephone: 1-888-603-5847.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any offer, solicitation or sale of these
securities 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.
About FuelCell Energy
FuelCell Energy, Inc. (NASDAQ: FCEL) FuelCell
Energy is a global leader in sustainable clean energy technologies
that address some of the world’s most critical challenges around
energy, safety and global urbanization. As a leading global
manufacturer of proprietary fuel cell technology platforms,
FuelCell Energy is uniquely positioned to serve customers worldwide
with sustainable products and solutions for businesses, utilities,
governments and municipalities. Our solutions are designed to
enable a world empowered by clean energy, enhancing the quality of
life for people around the globe. We target large-scale power users
with our megawatt-class installations globally, and currently offer
sub-megawatt solutions for smaller power consumers in Europe. To
provide a frame of reference, one megawatt is adequate to
continually power approximately 1,000 average sized U.S. homes. We
develop turn-key distributed power generation solutions and operate
and provide comprehensive service for the life of the power plant.
Our fuel cell solution is a clean, efficient alternative to
traditional combustion-based power generation, and is complementary
to an energy mix consisting of intermittent sources of energy, such
as solar and wind turbines. Our customer base includes utility
companies, municipalities, universities, hospitals, government
entities/military bases and a variety of industrial and commercial
enterprises. Our leading geographic markets are currently the
United States and South Korea, and we are pursuing opportunities in
other countries around the world. FuelCell Energy, based in
Connecticut, was founded in 1969.
SureSource, SureSource 1500, SureSource 3000,
SureSource 4000, SureSource Recovery, SureSource Capture,
SureSource Hydrogen, SureSource Storage, SureSource Service,
SureSource Capital, FuelCell Energy, and FuelCell Energy logo are
all trademarks of FuelCell Energy, Inc.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements with respect to
the Company’s anticipated financial results and statements
regarding the Company’s plans and expectations regarding the
continuing development, commercialization and financing of its fuel
cell technology and its business plans and strategies.
Forward-looking statements in this release also include, but are
not limited to, statements regarding the conduct of the Offering
and the size and terms of the Offering. All forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. Factors
that could cause such a difference include, without limitation,
changes to projected deliveries and order flow, changes to
production rate and product costs, general risks associated with
product development, manufacturing, changes in the regulatory
environment, customer strategies, ability to access certain
markets, unanticipated manufacturing issues that impact power plant
performance, changes in critical accounting policies, access to and
ability to raise capital and attract financing, potential
volatility of energy prices, rapid technological change,
competition, the Company’s ability to successfully implement its
new business strategies and achieve its goals, the Company’s
ability to achieve its sales plans and cost reduction targets,
changes by the U.S. Small Business Administration or other
governmental authorities to, or with respect to the implementation
or interpretation of, the Coronavirus Aid, Relief, and Economic
Security Act, the Paycheck Protection Program or related
administrative matters, and concerns with, threats of, or the
consequences of, pandemics, contagious diseases or health
epidemics, including the novel coronavirus, and resulting supply
chain disruptions, shifts in clean energy demand, impacts to
customers’ capital budgets and investment plans, impacts to the
Company’s project schedules, impacts to the Company’s ability to
service existing projects, and impacts on the demand for the
Company’s products, as well as other risks set forth in the
Company’s filings with the Securities and Exchange Commission. The
forward-looking statements contained herein speak only as of the
date of this press release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any such statement to reflect any change in the
Company’s expectations or any change in events, conditions or
circumstances on which any such statement is based.
Contact:
FuelCell Energy,
Inc.ir@fce.com 203.205.2491
Source: FuelCell Energy
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