Clean Energy Announces Pricing of $220 Million Private Offering of Convertible Senior Notes

  Clean Energy Announces Pricing of $220 Million Private Offering of
  Convertible Senior Notes

Business Wire

NEWPORT BEACH, Calif. -- September 10, 2013

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
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 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 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
 
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