FuelCell Energy, Inc. Announces Pricing of Senior Unsecured Convertible Notes Offering

FuelCell Energy, Inc.

, a global leader in the design, manufacture, operation and service of ultra-clean, efficient and reliable fuel cell power plants, announced today the pricing of its senior convertible notes offering. The Company announced that it has entered into an underwriting agreement with respect to an offering of $38 million principal amount of its 8.00% senior unsecured convertible notes due June 15, 2018. Lazard Capital Markets LLC acted as sole book-running manager and Stifel acted as co-lead manager. Under the terms of the notes, the Company will pay interest semi-annually in arrears and the notes will mature on June 15, 2018, unless converted as described below. The notes are convertible into shares of FuelCell Energy common stock at a conversion rate of 645.1613 shares of common stock per $1,000 principal amount of convertible notes, equivalent to a conversion price of $1.55 per share of common stock. The notes will be general unsecured obligations, ranking equally with all of the Company's other unsecured senior indebtedness, if any, and senior in right of payment to any of its subordinated indebtedness, if any. The closing of the offering is expected to take place on June 25, 2013, subject to the satisfaction of customary closing conditions. The Company intends to use the estimated net proceeds of approximately $36 million from the offering for working capital and general corporate purposes. A shelf registration statement relating to the above-described securities was previously filed with and declared effective by the Securities and Exchange Commission. A preliminary prospectus supplement related to the offering was filed with the Securities and Exchange Commission. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. When available, copies of the final prospectus supplement together with the base prospectus relating to this offering can be obtained at the Securities and Exchange Commission's website http://www.sec.gov or from Lazard Capital Markets LLC, 30 Rockefeller Plaza, 60th Floor, New York, NY 10020 or via telephone at (800) 542-0970. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the convertible notes or any other securities, nor shall there be any sale of the convertible notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.