Clean Energy Announces Proposed Private Placement of Convertible Senior Notes

  Clean Energy Announces Proposed Private Placement of Convertible Senior
  Notes

Business Wire

NEWPORT BEACH, Calif. -- September 9, 2013

Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”)
today announced that it intends to offer, subject to market conditions and
other factors, $200 million aggregate principal amount of convertible senior
notes due 2018 (the “notes”) in a private placement. Clean Energy also intends
to grant the initial purchasers of the notes a 30-day option to purchase up to
$30 million aggregate principal amount of additional notes. The Company
expects to use the net proceeds of the offering to fund capital expenditures
and for general corporate purposes.

The notes will be senior unsecured obligations of the Company, and interest on
the notes will be payable semi-annually. 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 interest rate, initial
conversion rate and other terms of the notes will be determined by
negotiations between the Company and the initial purchasers of the notes.

The notes will be offered 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
Section27A of the Securities Act and Section21E of the Securities Exchange
Act of 1934 that involve risks, uncertainties and assumptions, such as
statements regarding the completion, timing, size and terms of the proposed
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 Form10-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.

Contact:

Clean Energy Media Contact:
Gary Foster, 949-437-1000
Senior Vice President, Corporate Communications
gfoster@cleanenergyfuels.com
or
Clean Energy Investor Contact:
Tony Kritzer, 949-437-1403
Director, Investor Relations
tkritzer@cleanenergyfuels.com