On May 6, 2013 (the “Closing Date”), Clean Energy (“Clean Energy”), a wholly owned subsidiary of Clean Energy Fuels Corp. (“Registrant”), entered into a Stock Purchase Agreement (the “Agreement”) with Mansfield Energy Corp. (“Mansfield”) and its wholly owned subsidiary Mansfield Gas Equipment Systems Corporation (“Company”). Under the terms of the Agreement, on the Closing Date, Clean Energy purchased from Mansfield all of the issued and outstanding capital stock of the Company for $20,000,000, which was paid 50% in cash and 50% in shares of the Registrant’s common stock (the “Shares”) (a total of 761,545 Shares were issued to Mansfield). The Agreement also provides for Clean Energy to pay additional consideration to Mansfield if Closing Working Capital (as defined in the Agreement) is greater than $3,000,000. The Company is primarily engaged in the business of providing compressed natural gas (“CNG”) station design and construction, and CNG equipment repair and maintenance services.
Mansfield further agreed that, for a period beginning on the Closing Date and ending on October 16, 2013 (the “Lock-Up Expiration Date”), it will not sell, transfer or make any other disposition of all or any portion of the Shares. Clean Energy agreed to file with the Securities and Exchange Commission (“SEC”) a registration statement covering the resale of the Shares and to cause such registration statement to be declared effective by the SEC on or before the Lock-Up Expiration Date. In addition, the Agreement provides that Mansfield will, subject to certain limitations, indemnify Clean Energy for damages and losses incurred or suffered by Clean Energy as a result of, among other things, breaches of Mansfield’s or the Company’s representations, warranties and covenants contained in the Agreement.
Clean Energy and Mansfield also announced a strategic partnership that is designed to offer customers the most comprehensive natural gas solution in the industry.
Joint Marketing and Bilateral Sales
Includes marketing natural gas and diesel fuel to current and potential clients; RFP identification and submission; tradeshow representation and support
Acquisition of Mansfield’s Compressed Natural Gas (CNG) Business by Clean Energy
Represents 43 service and operations contracts and 20 new CNG stations under development
Clean Energy will become the Western distributor of Mansfield Gas Equipment Systems’ FuelMaker, a small scale home re-fueling system
In addition, Clean Energy and Mansfield intend to work together on:
Back Office Products and Support
Gas-2-Gallons Fuel Management System
Direct supply of natural gas and electricity and automated invoicing and tracking as well as motor fuel tax processing and filing
Joint Development of Locations to Provide Fueling Services
Designed to leverage Mansfield’s and Clean Energy’s sprawling North American real estate footprint
Nationwide network of 60 sales agents
3,500+ Fleet customers
2,000+ Truck Loads Per Day
25,000 Transactions per day
18,000 Locations Supplied
Largest fuel provider to private fueling stations in North America; three billion gallons of fuel delivered per year
1,000+ waste fueling sites
Only North American operator to supply fuel and services in all fifty U.S. states and all Canadian provinces