Item 7.01 Regulation FD Disclosure.
On May 11, 2021, Clean Energy Fuels Corp., a Delaware corporation (together with
its consolidated subsidiaries the "Company") issued a press release announcing
the execution of the Third Amendment (as defined under Item 8.01 below). A copy
of such press release is attached hereto as Exhibit 99.1.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (as amended, the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On May 10, 2021, the Company and Chevron Products Company, a division of Chevron
U.S.A. Inc. ("Chevron") entered a Third Amendment ("Third Amendment") to Vehicle
Incentive Program Agreement ("VIPA") that expanded Adopt-A-Port, an initiative
that provides truck operators serving the Ports of Los Angeles and Long Beach
with carbon-negative renewable natural gas ("RNG") to reduce emissions. Under
the Third Amendment, Chevron increased its funding for Adopt-a-Port by $20.0
million, to a total of $28.0 million.
Chevron's aid allows truck operators to subsidize the cost of buying new
RNG-powered trucks. The Company manages the program, including offering fueling
services for qualified truck operators. Truck operators participating in the
program, which supports the ports' Clean Trucks Program and Clean Air Action
Plan, fuel at the Company's stations supplied with Chevron RNG. Importantly,
Adopt-a-Port provides a meaningful air quality improvement for the
adversely-impacted communities around the ports - such communities typically
have the worst air quality in the U.S.
The Company expects the expanded Adopt-A-Port program to result in deployment of
approximately 800 RNG-powered trucks that are anticipated to consume
approximately 6.7 million gallons of RNG annually.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements are statements other than historical facts and relate to future
events or circumstances or the Company's future performance, and they are based
on the Company's current assumptions, expectations and beliefs concerning future
developments and their potential effect on the Company and its business.
Forward-looking statements included herein include but are not limited to:
expectations regarding the Adopt-a-Port program including the deployment of
RNG-powered trucks and gallons of RNG consumed. Actual results, performance or
achievements and the timing of events could differ materially from those
anticipated in or implied by these forward-looking statements as a result of
many factors, including our ability to realize the expected benefits from the
Adopt-a-Port program; our ability to secure, on acceptable terms, a sufficient
supply of RNG and our and our suppliers' ability to finance, construct and
develop projects and produce expected volumes of RNG; the willingness of fleets
and other consumers to adopt our vehicle fuels, including RNG; regulatory
conditions; and uncertainties related to the adoption of sustainable practices
by our partners; and the other risks and uncertainties set forth under Item 1A -
Risk Factors in our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2021, as such risk factors may be amended, supplemented or superseded
from time to time by other reports we file with the Securities and Exchange
Commission. We encourage you to carefully consider these risks and
uncertainties. The forward-looking Statements made in this Current Report on
Form 8-K speak only as of the date of Current Report on Form 8-K and we
undertake no obligation to update publicly such forward-looking statements to
reflect subsequent events or circumstances, except as otherwise required by law.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated May 11, 2021, issued by Clean Energy Fuels
104 Cover Page Interactive Data File (embedded with the Inline XBRL
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