FuelCell Energy Announces Proposed Public Offering of Common Stock and Warrants

DANBURY, Conn., April 27, 2017 -- FuelCell Energy, Inc.  (Nasdaq:FCEL), a global leader in delivering clean, innovative and affordable fuel cell solutions for the supply, recovery and storage of energy, today announced its intention to offer shares of common stock and Series C and Series D warrants to purchase shares of common stock in an underwritten public offering.  The Company also expects to grant the underwriters a 30-day option to purchase additional shares of common stock and warrants offered in the public offering.  The Series C warrants are expected to be immediately exercisable and have a term of five years.  The Series D warrants are expected to be immediately exercisable and have a term of one year.  The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size of the offering.  The Company intends to use the proceeds from this offering for project development, project financing, working capital and general corporate purposes. 

Oppenheimer & Co. Inc. is acting as the sole book-running manager for the offering. 

The Company intends to offer and sell these securities pursuant to the Company’s existing shelf registration statement initially filed with the Securities and Exchange Commission on January 12, 2017, which was declared effective on February 24, 2017.  A prospectus supplement describing the terms of the offering will be filed with the Securities and Exchange Commission and will form a part of the effective registration statement.  When available, copies of the preliminary prospectus supplement, the final prospectus supplement and accompanying base prospectus related to this offering may be obtained from the Securities and Exchange Commission’s website at http://www.sec.gov or from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, by telephone at 212-667-8563, or by e-mail at [email protected].

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.

Cautionary Language

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, FuelCell’s expectations regarding the sale of shares of its common stock and warrants in the proposed public offering, its use of the proceeds from the proposed offering and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of FuelCell and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and FuelCell undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although FuelCell believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements.  For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of FuelCell in general, see the risk disclosures in FuelCell’s filings with the Securities and Exchange Commission.

About FuelCell Energy
FuelCell Energy (NASDAQ:FCEL) delivers efficient, affordable and clean solutions for the supply, recovery and storage of energy.  We design, manufacture, undertake project development, install, operate and maintain megawatt-scale fuel cell systems, serving utilities, industrial and large municipal power users with solutions that include both utility-scale and on-site power generation, carbon capture, local hydrogen production for transportation and industry, and long duration energy storage.  With SureSource™ installations on three continents and millions of megawatt hours of ultra-clean power produced, FuelCell Energy is a global leader with environmentally responsible power solutions.  Visit us online at www.fuelcellenergy.com and follow us on Twitter.

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.

Source: FuelCell Energy

Contact:	
FuelCell Energy, Inc.
Kurt Goddard, Vice President Investor Relations
203-830-7494
[email protected]