CLEAN ENERGY FUELS CORP. (NASDAQ:CLNE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On November26, 2017, Clean Energy Fuels Corp. (the“Registrant”), through one of its subsidiaries, entered into an investment agreement (“IA”) with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy, to which the Registrant and LR have agreed to combine their respective natural gas compressor manufacturing subsidiaries, Clean Energy Compression Corp. and SAFE S.p.A, in a new company referred to as “Compressor Ventures” (such transaction, the “Combination”). The new company will be focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. Upon the closing under the IA, which is expected to occur by December 31, 2017, the Registrant will own 49% of Compressor Ventures and LR will own 51% of Compressor Ventures.
The IA includes representations, warranties, pre- and post-closing covenants and termination provisions customary for transactions of this nature.
The foregoing description of the IA does not purport to be complete and is qualified in its entirety by the full text of the IA, which is filed as Exhibit 2.12 to this Current Report on Form 8-K and is incorporated herein by reference. The IA contains customary representations and warranties by the parties thereto, which were made solely for the purpose of the IA 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 November 27, 2017 announcing the Combination, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 1.01 Financial Statements and Exhibits.
Investment Agreement dated November 26, 2017, by and between Clean Energy and Landi Renzo S.p.A.
Press Release dated November 27, 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.
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding the completion and timing of the Combination. Actual results and the timing of events could differ materially from those expressed in or implied by these forward-looking statements as a result of a variety of factors, including, among others, the Registrant’s ability to satisfy the conditions required to close the Combination, market and other general economic conditions and the other risk factors described in the Registrant’s 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.
Clean Energy Fuels Corp. ExhibitEX-2.12 2 investmentagreementex212.htm EXHIBIT 2.12 Exhibit Exhibit 2.12Clean EnergyandLandi Renzo S.p.A. Investment Agreement1DEFINITIONS42INVESTMENT OF LR AND CE153PRE-CLOSING ACTION154CONDITIONS TO CLOSING275CLOSING296REPRESENTATION AND WARRANTIES OF LR337REPRESENTATION AND WARRANTIES OF CE458INDEMNIFICATION OBLIGATIONS OF LR609INDEMNIFICATION OBLIGATIONS OF CE6310INDEMNIFICATION PROCEDURE6611SPECIAL OBLIGATIONS6812NOTICES6813GENERAL PROVISIONS701BY AND BETWEEN:(1)Clean Energy,…To view the full exhibit click
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.