Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2018




(Exact Name of Registrant as Specified in Charter)


Delaware   001-33480   33-0968580

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


4675 MacArthur Court, Suite 800

Newport Beach, CA

(Address of Principal Executive Offices)   Zip Code

(949) 437-1000

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events.

On December 4, 2018, Clean Energy Fuels Corp. (the “Company”) purchased all of the Company’s outstanding 7.5% Convertible Notes due July 2019, having an aggregate outstanding principal amount of $50.0 million (collectively, the “Notes”), from all of the holders thereof. The Company paid to such holders an aggregate cash purchase price of $50.5 million plus all accrued and unpaid interest on the Notes. Before such repurchase, the Notes represented the Company’s highest-cost and nearest-maturity outstanding convertible debt. By purchasing the Notes prior to maturity the Company expects to save approximately $2.2 million it would have otherwise paid in interest on the Notes.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 4, 2018     CLEAN ENERGY FUELS CORP.
    By:   /s/ Andrew J. Littlefair
      Name: Andrew J. Littlefair
      Title: President and Chief Executive Officer