FuelCell Energy Announces Pricing of $40 Million Registered Direct Offering of Common Stock and Warrants
July 07 2016 - 6:00AM
FuelCell Energy, Inc. (Nasdaq:FCEL), a global leader in the design,
manufacture, operation and service of ultra‐clean, efficient and
reliable fuel cell power plants, today announced that it has
entered into a definitive agreement with a single institutional
investor to sell the equivalent of 6,861,064 shares of common stock
at a per share price of $5.83, the closing bid price of the common
stock on July 6, 2016, and warrants to purchase up to an aggregate
of 8,233,277 shares of common stock, in a registered direct
offering for gross proceeds of $40 million. The net proceeds
at closing, after deducting the placement agent fees, will be
approximately $37.6 million. The Company intends to use the
proceeds from this offering to support project financing, working
capital, and for general corporate purposes.
The offering will consist of an aggregate of (i) 1,474,000
shares of common stock, par value $0.0001 per share, (ii)
Series A warrants to purchase up to an aggregate of 8,233,277
shares of common stock, and (iii) pre-funded Series B
warrants to purchase up to an aggregate of 5,387,064 shares of
common stock. If the investor chooses to execute the Series A
warrants at a future date, the Company will receive additional
proceeds at that time.
The Series A warrants have an exercise price of $5.83 per share
and are initially exercisable beginning on the date that is six
months and one day after the issue date and will expire on the
fifth anniversary of the initial exercisability date. The
Series B warrants are fully pre-funded warrants and are immediately
exercisable. The Series B warrants have an exercise price of
$0.0001 per share and will expire on the fifth anniversary of the
issue date. The pre-funded Series B warrants are being
offered to the investor, whose purchase of shares of common stock
in this offering would otherwise result in the investor, together
with its affiliates and certain related parties, beneficially
owning more than 4.99% of FuelCell Energy’s outstanding common
stock following the consummation of this offering. In lieu of
the shares of common stock that would result in ownership in excess
of 4.99%, the investor is purchasing the Series B warrants on the
closing date of this offering. Such Series B warrants grant
the investor the right to acquire additional shares of FuelCell
Energy common stock at a point in time of its choosing within five
years of the issue date of the Series B warrants.
The offering is expected to close on or about July 12, 2016,
subject to the satisfaction of customary closing conditions.
J.P. Morgan Securities LLC served as the sole placement agent for
the offering.
A shelf registration statement relating to these securities was
previously filed and declared effective by the Securities and
Exchange Commission (“Commission”). The Securities may be
offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement. A preliminary prospectus supplement related to the
offering has been filed with the Commission and is available on the
Commission’s website at http://www.sec.gov. When available,
copies of the final prospectus supplement relating to this offering
can be obtained at the Commission’s website at
http://www.sec.gov or from J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Attention: Prospectus Department, or by calling
1-866-803-9204.
This press release does not constitute an offer to sell or the
solicitation of offers to buy any securities of FuelCell Energy,
and shall not constitute an offer, solicitation or sale of any
security in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About FuelCell EnergyDirect FuelCell® power
plants are generating ultra-clean, efficient and reliable power at
more than 50 locations worldwide. With more than 300
megawatts of power generation capacity installed, ready for
installation or in backlog, FuelCell Energy is a global leader in
providing ultra-clean baseload distributed generation to utilities,
industrial operations, universities, municipal water treatment
facilities, government installations and other customers around the
world. The Company’s power plants have generated over four
billion kilowatt hours of ultra-clean power using a variety of
fuels including renewable biogas from wastewater treatment and food
processing, as well as clean natural gas. For
additional information, please visit www.fuelcellenergy.com, follow
us on Twitter and view our videos on YouTube.
Direct FuelCell, DFC, DFC/T, DFC-H2, DFC-ERG and FuelCell Energy
logo are all registered trademarks of FuelCell Energy,
Inc.
Contact
FuelCell Energy, Inc.
Kurt Goddard, Vice President Investor Relations
203-830-7494
ir@fce.com
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