FuelCell Energy, Inc. (Nasdaq: FCEL) (“FuelCell Energy” or the
“Company”) today announced the pricing of its underwritten public
offering of 43,500,000 shares of its common stock (the “Offering”),
at a public offering price of $2.10 per share, for gross proceeds
of approximately $91,350,000. The Offering is expected to close on
or about October 2, 2020, subject to customary closing conditions.
FuelCell Energy has also granted the underwriters a 30-day option
to purchase up to 6,525,000 additional shares of its common stock.
FuelCell Energy intends to use the net proceeds
from the Offering for project development, project financing,
working capital support, and general corporate purposes. FuelCell
Energy may also use a portion of the net proceeds from the Offering
to pay the principal redemption price of and accrued dividends on
preferred stock issued by one of the Company’s subsidiaries and to
repay other outstanding debt.
J.P. Morgan Securities LLC, Barclays Capital
Inc., and Canaccord Genuity LLC are acting as joint book-running
managers.
A registration statement on Form S-3 relating to
these securities has been filed with the Securities and Exchange
Commission and has been declared effective. The Offering will be
made only by means of a prospectus supplement and the accompanying
prospectus. Before investing, prospective investors should read the
prospectus supplement, accompanying prospectus and documents
incorporated by reference therein for more complete information
about FuelCell Energy and the Offering. A copy of the final
prospectus supplement and accompanying prospectus related to the
Offering can be obtained for free by visiting the Securities and
Exchange Commission’s website at http://www.sec.gov or by
contacting: J.P. Morgan Securities LLC, Attention: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
telephone; Barclays Capital Inc., Attention: Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone:
+1 888 603 5847, or email: Barclaysprospectus@broadridge.com; or
Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston,
Massachusetts 02110, Attention: Syndicate Department, or by email
at prospectus@cgf.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any offer, solicitation or sale of these
securities 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 Energy
FuelCell Energy, Inc. (NASDAQ: FCEL) is a global
leader in developing environmentally responsible distributed
baseload power solutions through our proprietary, molten-carbonate
fuel cell technology. We develop turn-key distributed power
generation solutions and operate and provide comprehensive service
for the life of the power plant. We are working to expand the
proprietary technologies that we have developed over the past five
decades into new products, applications, markets and geographies.
Our mission and purpose remains to utilize our proprietary,
state-of-the-art fuel cell platforms to reduce the global
environmental footprint of baseload power generation by providing
environmentally responsible solutions for reliable electrical
power, hot water, steam, chilling, distributed hydrogen, microgrid
applications, electrolysis, long-duration hydrogen-based energy
storage and carbon capture and, in so doing, drive demand for our
products and services, thus realizing positive stockholder returns.
Our fuel cell solution is a clean, efficient alternative to
traditional combustion-based power generation and is complementary
to an energy mix consisting of intermittent sources of energy, such
as solar and wind turbines. Our systems answer the needs of diverse
customers across several markets, including utility companies,
municipalities, universities, hospitals, government entities and a
variety of industrial and commercial enterprises. We provide
solutions for various applications, including utility-scale
distributed generation, on-site power generation and combined heat
and power, with the differentiating ability to do so utilizing
multiple sources of fuel including natural gas, renewable biogas
(i.e., landfill gas, anaerobic digester gas), propane and various
blends of such fuels. Our multi-fuel source capability is
significantly enhanced by our proprietary gas-clean-up skid.
SureSource, SureSource 1500, SureSource 3000,
SureSource 4000, SureSource Recovery, SureSource Capture,
SureSource Hydrogen, SureSource Storage, SureSource Service,
SureSource Capital, FuelCell Energy, and FuelCell Energy logo are
all trademarks of FuelCell Energy, Inc.
Forward-Looking Statements
This news release contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, statements with respect to
the Company’s anticipated financial results and statements
regarding the Company’s plans and expectations regarding the
continuing development, commercialization and financing of its fuel
cell technology and its business plans and strategies.
Forward-looking statements in this release also include, but are
not limited to, statements regarding the conduct of the Offering
and the size and terms of the Offering. All forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. Factors
that could cause such a difference include, without limitation,
changes to projected deliveries and order flow, changes to
production rate and product costs, general risks associated with
product development, manufacturing, changes in the regulatory
environment, customer strategies, ability to access certain
markets, unanticipated manufacturing issues that impact power plant
performance, changes in critical accounting policies, access to and
ability to raise capital and attract financing, potential
volatility of energy prices, rapid technological change,
competition, the Company’s ability to successfully implement its
new business strategies and achieve its goals, the Company’s
ability to achieve its sales plans and cost reduction targets,
changes by the U.S. Small Business Administration or other
governmental authorities to, or with respect to the implementation
or interpretation of, the Coronavirus Aid, Relief, and Economic
Security Act, the Payroll Protection Program or related
administrative matters, and concerns with, threats of, or the
consequences of, pandemics, contagious diseases or health
epidemics, including the novel coronavirus, and resulting supply
chain disruptions, shifts in clean energy demand, impacts to
customers’ capital budgets and investment plans, impacts to the
Company’s project schedules, impacts to the Company’s ability to
service existing projects, and impacts on the demand for the
Company’s products, as well as other risks set forth in the
Company’s filings with the Securities and Exchange Commission. The
forward-looking statements contained herein speak only as of the
date of this press release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any such statement to reflect any change in the
Company’s expectations or any change in events, conditions or
circumstances on which any such statement is based.
Contact:
FuelCell Energy,
Inc.ir@fce.com203.205.2491
Source: FuelCell Energy
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