CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On February27, 2017, Clean Energy Renewable Fuels, LLC
(Renewables), an indirect subsidiary of Clean Energy Fuels Corp.
(theRegistrant), entered into an asset purchase agreement
(theAPA) with BP Products North America, Inc. (BP), to which
Renewables agreed to sell to BP certain assets relating to the
Registrants renewable natural gas (RNG) business (collectively,
theAssets) (such transaction, theAsset Sale). Subject to the
satisfaction of customary closing conditions, including, among
others, the receipt of required governmental and third-party
consents and approvals, the Asset Sale is expected to close on or
before March31, 2017.
to the terms of the APA, the Assets include the RNG production
facilities located at Republic Services landfills in Canton,
Michigan and North Shelby, Tennessee, Renewables 50% ownership
interest in joint ventures formed in November 2016 to develop new
RNG production facilities at a Republic Services landfill in
Oklahoma City, Oklahoma and an Advanced Disposal landfill near
Atlanta, Georgia and Renewables third party RNG supply contracts.
Following completion of the Asset Sale, Renewables and the
Registrant will continue to obtain RNG from BP under a long-term
supply contract, and resell such RNG through its natural gas
fueling infrastructure as Redeem, the Registrants RNG vehicle
fuel.
As consideration for the Assets, BP has agreed to pay
$155.0million (the Purchase Price). At the Closing of the Asset
Sale, BP will pay $30.0 million of the Purchase Price in cash and
deliver to Renewables a promissory note, for $125.0million, that
matures on April3, 2017. to the terms of the APA, BP will also
pay up to an additional $25.0million in cash, which amount could
be paid in whole, in part or not at all.
The APA includes representations, warranties, pre- and
post-closing covenants and termination provisions customary for
asset sale transactions of this nature. The APA also includes
indemnification provisions that, subject to certain carve-outs,
qualifications and exceptions as set forth in the APA, could
subject Renewables to payment obligations upon its breach of the
terms of APA.
The foregoing description of the APA does not purport to be
complete and is qualified in its entirety by the full text of the
APA, which is filed as Exhibit2.11 to this Current Report on
Form8-K and 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.
The Registrant issued a press release on March1, 2017 announcing
the APA, a copy of which is attached as Exhibit99.1 to this
Current Report on Form8-K.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit Number |
Description |
|
| 2.11 |
Asset Purchase Agreement dated February27, 2017, by and among Clean Energy Renewable Fuels, LLC, BP Products North America, Inc. and, solely with respect to ArticleVIII thereof, Clean Energy and BP Corporation North America, Inc. |
|
| 99.1 | Press Release dated March1, 2017. |
|
Schedules and exhibits omitted to Item 601(b)(2)of Regulation S-K promulgated by the Securities and Exchange Commission. The Registrant agrees to furnish a supplemental copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request. |
Forward-Looking
Statements
This Current
Report on Form 8-K contains forward-looking statements within the
meaning of Section27A of the Securities Act of 1933 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 proposed Asset Sale
under the APA and the Registrants plans for its RNG business
after the completion of such sale. Actual results and the timing
of events could differ materially from those
2
expressed in or
implied by these forward-looking statements as a result of a
variety of factors, including, among others, Renewables and BPs
ability to satisfy the conditions required to close the Asset
Sale, market and other general economic conditions, the
Registrants ability to implement its RNG business plans and the
other risk factors described in the Registrants annual reports on
Form 10-K and
quarterly reports on Form 10-Q most recently filed with the
Securities and Exchange Commission. The forward-looking
statements made herein speak only as of the date of this report
and the Registrant undertakes no obligation to update publicly
such forward-looking statements, except as otherwise required by
law.
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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 -0.09 at 2.45 with 1,534,957 shares trading hands.