FuelCell Energy, Inc. Announces Pricing of Senior Unsecured Convertible Notes
DANBURY, Conn., June 20, 2013 (GLOBE NEWSWIRE) -- FuelCell Energy, Inc.
(Nasdaq:FCEL), a global leader in the design, manufacture, operation and
service of ultra-clean, efficient and reliable fuel cell power plants,
announced today the pricing of its senior convertible notes offering.
The Company announced that it has entered into an underwriting agreement with
respect to an offering of $38 million principal amount of its 8.00% senior
unsecured convertible notes due June 15, 2018. Lazard Capital Markets LLC
acted as sole book-running manager and Stifel acted as co-lead manager.
Under the terms of the notes, the Company will pay interest semi-annually in
arrears and the notes will mature on June 15, 2018, unless converted as
described below.The notes are convertible into shares of FuelCell Energy
common stock at a conversion rate of 645.1613 shares of common stock per
$1,000 principal amount of convertible notes, equivalent to a conversion price
of $1.55 per share of common stock.The notes will be general unsecured
obligations, ranking equally with all of the Company's other unsecured senior
indebtedness, if any, and senior in right of payment to any of its
subordinated indebtedness, if any.The closing of the offering is expected to
take place on June 25, 2013, subject to the satisfaction of customary closing
The Company intends to use the estimated net proceeds of approximately $36
million from the offering for working capital and general corporate purposes.
A shelf registration statement relating to the above-described securities was
previously filed with and declared effective by the Securities and Exchange
Commission.A preliminary prospectus supplement related to the offering was
filed with the Securities and Exchange Commission.The securities may be
offered only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement.When available, copies
of the final prospectus supplement together with the base prospectus relating
to this offering can be obtained at the Securities and Exchange Commission's
website http://www.sec.govor from Lazard Capital Markets LLC, 30 Rockefeller
Plaza, 60th Floor, New York, NY 10020 or via telephone at (800) 542-0970.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the convertible notes or any other securities, nor
shall there be any sale of the convertible notes or any other securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
About FuelCell Energy, Inc.
Direct FuelCell® power plants are generating ultra-clean, efficient and
reliable power at more than 50 locations worldwide.With more than 300
megawatts of power generation capacity installed or in backlog, FuelCell
Energy is a global leader in providing ultra-clean baseload distributed
generation to utilities, industrial operations, universities, municipal water
treatment facilities, government installations and other customers around the
world. The Company's power plants have generated more than 1.6 billion
kilowatt hours of ultra-clean power using a variety of fuels including
renewable biogas from wastewater treatment and food processing, as well as
clean natural gas. For more information, please visit our website at
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This news release contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, including, 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 business plans. 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, unanticipated manufacturing issues that
impact power plant performance, changes in critical accounting
policies,potential volatility of energy prices, rapid technological change,
competition, and the Company's ability to achieve its sales plans and cost
reduction targets, 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.
Kurt Goddard, Vice President Investor Relations
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