SEC Filing | Clean Energy Fuels Corp.

View:

Download DOC

Download PDF

Download XLS

SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Clean Energy Fuels Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

184499101

(CUSIP Number)

August 27, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) Green Energy Investment Holdings LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) Green Equity Investors VI, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) PN

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) Green Equity Investors Side VI, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) PN

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) LGP Associates VI-A LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) LGP Associates VI-B LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) GEI Capital VI, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) Green VI Holdings, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) Leonard Green & Partners, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) PN

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


CUSIP No. 184499101


1.	Names of Reporting Persons I.R.S. Identification No. Of Above Persons (Entities Only) LGP Management, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 5,063,292 shares of Common Stock (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 5,063,292 shares of Common Stock (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,063,292 shares of Common Stock (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 5.7% beneficial ownership of the Common Stock based on 89,358,397 shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 7, 2013
12.	Type of Reporting Person (See Instructions) CO

(1)	Represents the aggregate number of shares into which the Convertible Promissory Notes may be converted.


Item 1.

	(a)		Name of Issuer Clean Energy Fuels Corp. (“Issuer”)
	(b)		Address of Issuer’s Principal Executive Offices 3020 Old Ranch Parkway, Suite 400, Seal Beach CA 90740

Item 2.

	(a)	Name of Person(s) Filing

		A. B. C. D. E. F. G. H. I.	GreenEnergy Investment Holdings LLC GreenEquity Investors VI, L.P. GreenEquity Investors Side VI, L.P. LGP Associates VI-A LLC LGP Associates VI-B LLC GEI Capital VI, LLC GreenVI Holdings, LLC LeonardGreen & Partners, L.P. LGP Management, Inc.

		Green Equity Investors VI, L.P., a Delaware limited partnership (“GEI VI”), Green Equity Investors Side VI, L.P., a Delaware limited partnership (“GEI Side VI”), LGP Associates VI-A LLC, a Delaware limited liability company (“Sidecar VI-A”) and LGP Associates VI-B LLC, a Delaware limited liability company (“Sidecar VI-B,” and together with Sidecar VI-A, the “Sidecars”) are Members of Green Energy Investment Holdings LLC, a Delaware limited liability company (“GEIH”). GEI VI’s principal business is to pursue investments, and GEI Side VI is an affiliated fund of GEI VI. The Sidecars’ principal business is to hold equity interests of certain companies acquired in parallel with GEI VI and GEI Side VI. GEI Capital VI, LLC, a Delaware limited liability company (“GEIC”) is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC, a Delaware limited liability company (“Holdings”) is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the manager of GEI VI, GEI Side VI, the Sidecars, and GEIH, and an affiliate of GEIC and Holdings. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP. GEI VI, GEI Side VI, and the Sidecars, as the Members of GEIH, LGP, as the manager of GEI VI, GEI Side VI, the Sidecars, and GEIH, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI VI and GEI Side VI, and Holdings, as a limited partner of GEI VI and GEI Side VI, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the shares of the Issuer’s Common Stock to which this Schedule relates (the “Shares”). As such, GEI VI, GEI Side VI, the Sidecars, GEIC, Holdings, LGP, and LGPM may be deemed to be the indirect beneficial owners of the Shares. Each of GEI VI, GEI Side VI, the Sidecars, GEIC, Holdings, LGP, and LGPM disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes. Each of Messrs. John G. Danhakl, Peter J. Nolan, Jonathan D. Sokoloff, Jonathan A. Seiffer, John M. Baumer, Timothy J. Flynn, James D. Halper, Todd M. Purdy, Michael S. Solomon, and W. Christian McCollum either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Messrs. Danhakl, Nolan, Sokoloff, Seiffer, Baumer, Flynn, Halper, Purdy, Solomon, and McCollum may be deemed to have shared voting and investment power with respect to all shares beneficially owned by GEIH. These individuals each disclaim beneficial ownership of the securities held by GEIH except to the extent of his pecuniary interest therein.

	(b)	Address of Principal Business Office or, if none, Residence (A) – (I): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025

	(c)	Citizenship (A) – (I): Delaware

	(d)	Title of Class of Securities This statement relates to the Issuer’s Common Stock, par value $0.0001 per share.

	(e)	CUSIP Number 184499101

Item 3.

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

On June 14, 2013, GEIH purchased two Convertible Promissory Notes of the Issuer each with a face value of $25,000,000, and made a loan to the Issuer in the principal amount of $35,000,000 in exchange for an additional Convertible Promissory Note with a face value of $35,000,000. As a result of these transactions, GEIH held Convertible Promissory Notes of the Issuer with an aggregate principal amount of $85,000,000 (the “GEIH Notes”).

On August 27, 2013, GEIH sold on a pro-rata basis such portion of the GEIH Notes as represents in the aggregate $5 million in principal amount of the GEIH Notes to Silver Rock Financial LLC, Bayside Partners LLC, Dnsmore LLC, GenDos LLC, GenTrace LLC, GenUno LLC, Mounte LLC, NP1 LLC, and Wellwater LLC, each a Delaware limited liability company (collectively, the “Buyers”), with replacement notes evidencing such purchase issued by the Issuer to GEIH and the Buyers concurrently with the transaction. As of the date hereof, GEIH holds Convertible Promissory Notes of the Issuer with an aggregate principal amount of $80,000,000. GEIH holds its Convertible Promissory Notes directly.

The Convertible Promissory Notes are presently convertible into an aggregate of 5,063,292 Shares. Based on their respective ownership percentages of GEIH, GEI VI may be deemed to be the beneficial owner of 3,080,173 Shares, GEI Side VI may be deemed to be the beneficial owner of 1,835,777 Shares, Sidecar VI-A may be deemed to be the beneficial owner of 19,241 Shares, and Sidecar VI-B may be deemed to be the beneficial owner of 128,101 Shares.

The following information is provided as of February 14, 2014.

(a) Amount beneficially owned:

i.	GEIH is the beneficial owner of 5,063,292 shares of Common Stock.

ii.	GEI VI is the beneficial owner of 5,063,292 shares of Common Stock.

iii.	GEI Side VI is the beneficial owner of 5,063,292 shares of Common Stock.

iv.	Sidecar VI-A is the beneficial owner of 5,063,292 shares of Common Stock.

v.	Sidecar VI-B is the beneficial owner of 5,063,292 shares of Common Stock.

vi.	GEIC is the beneficial owner of 5,063,292 shares of Common Stock.

vii.	Holdings is the beneficial owner of 5,063,292 shares of Common Stock.

viii.

LGP is the beneficial owner of 5,063,292 shares of Common Stock.

ix.	LGPM is the beneficial owner of 5,063,292 shares of Common Stock.

(b) Percent of class (based upon 89,358,397 shares of Common Stock issued and outstanding as of October 31, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2013):

i.	GEIH is the beneficial owner of 5.7% of Issuer’s Common Stock.

ii.	GEI VI is the beneficial owner of 5.7% of Issuer’s Common Stock.

iii.	GEI Side VI is the beneficial owner of 5.7% of Issuer’s Common Stock.

iv.	Sidecar VI-A is the beneficial owner of 5.7% of Issuer’s Common Stock.

v.	Sidecar VI-B is the beneficial owner of 5.7% of Issuer’s Common Stock.

vi.	GEIC is the beneficial owner of 5.7% of Issuer’s Common Stock.

vii.	Holdings is the beneficial owner of 5.7% of Issuer’s Common Stock.

viii.

LGP is the beneficial owner of 5.7% of Issuer’s Common Stock.

ix.	LGPM is the beneficial owner of 5.7% of Issuer’s Common Stock.

Sole power to vote or to direct the vote:

0 shares of Common Stock for GEIH

0 shares of Common Stock for GEI VI

0 shares of Common Stock for GEI Side VI

0 shares of Common Stock for Sidecar VI-A

0 shares of Common Stock for Sidecar VI-B

0 shares of Common Stock for GEIC

0 shares of Common Stock for Holdings

0 shares of Common Stock for LGP

0 shares of Common Stock for LGPM

ii.

Shared power to vote or to direct the vote:

5,063,292 shares of Common Stock for GEIH

5,063,292 shares of Common Stock for GEI VI

5,063,292 shares of Common Stock for GEI Side VI

5,063,292 shares of Common Stock for Sidecar VI-A

5,063,292 shares of Common Stock for Sidecar VI-B

5,063,292 shares of Common Stock for GEIC

5,063,292 shares of Common Stock for Holdings

5,063,292 shares of Common Stock for LGP

5,063,292 shares of Common Stock for LGPM

iii.

Sole power to dispose or to direct the disposition of:

0 shares of Common Stock for GEIH

0 shares of Common Stock for GEI VI

0 shares of Common Stock for GEI Side VI

0 shares of Common Stock for Sidecar VI-A

0 shares of Common Stock for Sidecar VI-B

0 shares of Common Stock for GEIC

0 shares of Common Stock for Holdings

0 shares of Common Stock for LGP

0 shares of Common Stock for LGPM

iv.

Shared power to dispose or to direct the disposition of:

5,063,292 shares of Common Stock for GEIH

5,063,292 shares of Common Stock for GEI VI

5,063,292 shares of Common Stock for GEI Side VI

5,063,292 shares of Common Stock for Sidecar VI-A

5,063,292 shares of Common Stock for Sidecar VI-B

5,063,292 shares of Common Stock for GEIC

5,063,292 shares of Common Stock for Holdings

5,063,292 shares of Common Stock for LGP

5,063,292 shares of Common Stock for LGPM

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

See Exhibit 3.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of February 14, 2014


Green Energy Investment Holdings LLC
By:		Leonard Green & Partners, L.P., its Manager

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors Side VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-A LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-B LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

GEI Capital VI, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green VI Holdings, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary


Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Management, Inc.

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

1		Joint Filing Agreement, dated February 14, 2014.

2		Power of Attorney, dated February 14, 2014.

3		Identification of Members of the Group, dated February 14, 2014.

EX-99.1

Exhibit 1

Joint Filing Agreement

dated as of February 14, 2014

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13G filed on or about February 14, 2014, and any further amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock (“Shares”) of Clean Energy Fuels Corp., a Delaware corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time, is filed on behalf of all the undersigned. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]


Green Energy Investment Holdings LLC
By:		Leonard Green & Partners, L.P., its Manager

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors Side VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-A LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-B LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

GEI Capital VI, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green VI Holdings, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

[Signatures continue on the next page]

[Signatures continued from the previous page]


Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Management, Inc.

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

EX-99.2

Exhibit 2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Lance J.T. Schumacher and Cody L. Franklin, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of the shares of Common Stock of Clean Energy Fuels Corp., a Delaware corporation (the “Issuer”), the Statement on Schedule 13G (or Schedule 13D, if applicable) in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13G (or Schedule 13D, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13G or Schedule 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 14^th day of February, 2014.


Green Energy Investment Holdings LLC
By:		Leonard Green & Partners, L.P., its Manager

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green Equity Investors Side VI, L.P.
By:		GEI Capital VI, LLC, its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-A LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Associates VI-B LLC
By:		Leonard Green & Partners, L.P., its manager
By:		LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

GEI Capital VI, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

Green VI Holdings, LLC

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

[Signatures continue on the next page]

[Signatures continued from the previous page]


Leonard Green & Partners, L.P.
By: LGP Management, Inc., its General Partner

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

LGP Management, Inc.

By:		/s/ Lance J.T. Schumacher
		Lance J.T. Schumacher
		Vice President – Tax and Secretary

EX-99.3

Exhibit 3

IDENTIFICATION OF MEMBERS OF THE GROUP

The following filing persons may be deemed to be members of a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended:

Green Equity Investors VI, L.P., a Delaware limited partnership.

Green Equity Investors Side VI, L.P., a Delaware limited partnership.

LGP Associates VI-A LLC, a Delaware limited liability company.

LGP Associates VI-B LLC, a Delaware limited liability company.