CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

On March31, 2017, Clean Energy Renewable Fuels, LLC (Renewables),
an indirect subsidiary of Clean Energy Fuels Corp.
(theRegistrant), completed its sale to BP Products North America,
Inc. (BP) of certain assets related to the Registrants renewable
natural gas (RNG) business, including two RNG production
facilities, a 50% ownership interest in joint ventures formed to
develop two new RNG production facilities, and third-party RNG
supply contracts (collectively, theAssets) (such transaction,
theAsset Sale).

Upon completion of the Asset Sale, BP paid Renewables $30.0
million in cash and delivered to Renewables a promissory note for
$123.5million that matures on April3, 2017, and Renewables
retained $7.1 million of cash relating to the Assets. BP has also
agreed to pay up to an additional $25.0million in cash over a
five-year period, which amount could be paid in whole, in part or
not at all, depending on the satisfaction of certain performance
conditions related to the Assets. The Registrant expects the net
proceeds from the Asset Sale, after deducting costs and other
payments associated with the transaction paid or payable by the
Registrant or Renewables, to be approximately $150.1 million, and
the Registrant intends to use these net proceeds for general
working capital, including the payment of its outstanding
indebtedness.

Following completion of the Asset Sale, Renewables and the
Registrant will continue to obtain RNG from BP under a long-term
supply contract and from other RNG suppliers, and will resell
such RNG through its natural gas fueling infrastructure as
Redeem, the Registrants RNG vehicle fuel. The Registrant will
collect royalties from BP on gas purchased from BP and sold as
Redeem at its stations, which royalty is in addition to any
payment obligation of BP under the APA (as defined below).

The Asset Sale was completed to the terms of an asset purchase
agreement (theAPA) between Renewables and BP, which was entered
into on February27, 2017 and filed as Exhibit2.11 to the
Registrants Current Report on Form 8-K filed with the Securities
and Exchange Commission on March1, 2017. The foregoing
description of the terms of the APA does not purport to be
complete and is qualified in its entirety by the full text of the
APA, which is incorporated herein by reference. The APA contains
customary representations and warranties by the parties thereto,
which were made solely for the purpose of the APA and as of
specific dates as set forth therein, may have been qualified by
certain private disclosures made between the parties and are
subject to a contractual standard of materiality different from
that generally applicable to stockholders, among other
limitations. As a result, these representations and warranties
should not be relied upon as a disclosure of factual information.

In accordance with applicable rules of the Securities and
Exchange Commission, the Registrant has prepared pro forma
financial information about the continuing impact of the Asset
Sale by showing how it might have affected the Registrants
historical consolidated financial statements if the transaction
had been consummated at the end of the Registrants last completed
fiscal year for purposes of the pro forma consolidated balance
sheet and at the beginning of the Registrants last completed
fiscal year for purposes of the pro forma consolidated statement
of operations. Such pro forma financial information is attached
as Exhibit99.1 to this Current Report on Form8-K.

In September2013, Renewables established the 2013 Unit Option
Plan (theRenewables Plan) and granted unit option awards
thereunder (theRenewables Option Awards) to certain of its
service providers. In connection with the closing of the Asset
Sale, all holders of outstanding Renewables Option Awards entered
into a surrender agreement with the Registrant and Renewables, to
which (i)all Renewables Option Awards held by holders who were
not members of Renewables Board of Managers were surrendered and
cancelled in full in exchange for, upon the closing of the Asset
Sale and Renewables receipt of any future cash payment to the
terms of the APA, a cash payment in an amount determined based on
such holders percentage ownership of Renewables following a
cashless net exercise of such holders Renewables Option Awards,
and (ii)all Renewables Option Awards held by members of
Renewables Board of Managers were surrendered and cancelled in
full in exchange for, upon the closing of the Asset Sale and
Renewables receipt of any future cash payment to the terms of the
APA, awards of shares of the Registrants common stock
(theRegistrant Stock Awards). The number of shares of the
Registrants common stock subject to each Registrant Stock Award
is to be calculated by dividing the cash payment to which the
applicable holder would have been entitled as described in
(i)above by the closing price of the Registrants common stock on
March31, 2017, the date of the closing of the Asset Sale. All
Registrant Stock Awards are to be granted under the Registrants
2016 Performance Incentive Plan and

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fully vested upon grant, and the shares subject to such awards
will be freely tradable upon issuance, subject to applicable
securities laws relating to shares held by the Registrants
affiliates. The foregoing description is intended to be a summary
of the terms of the surrender agreement and is qualified in its
entirety by reference to the full text of such agreement, which
will be filed as an exhibit to the Registrants Quarterly Report
on Form 10-Q for the quarter ended March31, 2017.

Among the members of Renewables Board of Managers who held
Renewables Option Awards prior to the closing of the Asset Sale
were Andrew J. Littlefair, the Registrants President and Chief
Executive Officer, Mitchell W. Pratt, the Registrants Chief
Operating Officer, and Barclay F. Corbus, the Registrants Senior
Vice President, Strategic Development. As a result, upon the
closing of the Asset Sale, each such holders Renewables Option
Awards were surrendered and cancelled in full in exchange for
grants of Registrant Stock Awards and rights to receive
additional Registrant Stock Awards upon any future cash payment
to Renewables to the terms of the APA. The following table
presents, for each of Mr.Littlefair, Mr.Pratt and Mr.Corbus,
(a)the number of Renewables units subject to the Renewables
Option Awards held by such person immediately prior to the
closing of the Asset Sale, (b)the number of shares of the
Registrants common stock subject to the Registrant Stock Awards
granted to such person at the closing of the Asset Sale, and
(c)the maximum approximate dollar value of shares of the
Registrants common stock to be subject to Registrant Stock Awards
that could be granted to such person over the next five years if
Renewables receives the maximum amount of future cash payments
under the APA during such period:

(b) Pro Forma Financial Information.

The unaudited pro forma financial information of the Registrant
as of and for the fiscal year ended December31, 2016, and the
notes related thereto, as if the Asset Sale had been consummated
at the end of such fiscal year for purposes of the pro forma
consolidated balance sheet and at the beginning such fiscal year
for purposes of the pro forma consolidated statement of
operations, is attached hereto as Exhibit99.1 and incorporated
herein by reference.

(d) Exhibits.

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About CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE)

Clean Energy Fuels Corp. (Clean Energy) is a provider of natural gas as an alternative fuel for vehicle fleets in the United States and Canada. The Company is engaged in supplying compressed natural gas (CNG), liquefied natural gas (LNG) and renewable natural gas (RNG) for light, medium and heavy-duty vehicles, and providing operation, repair and maintenance (O&M) services for vehicle fleet customer stations. The Company designs, builds, operates, services, repairs and maintains fueling stations; manufactures, sells and services non-lubricated natural gas fueling compressors and other equipment used in CNG stations and LNG stations; offers assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets, transports, and sells CNG to large industrial and institutional energy users not having direct access to natural gas pipelines; processes and sells RNG.

CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) Recent Trading Information

CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) closed its last trading session down -0.06 at 2.55 with 1,630,567 shares trading hands.