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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt

Note 11 —Debt

Debt obligations as of December 31, 2023 and 2024 consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

    

​

​

    

Unamortized Debt

    

Balance, Net of

​

​

Principal Balance

​

Financing Costs

​

Financing Costs

Stonepeak Term Loan

​

$

300,000

 

$

39,094

​

$

260,906

Other debt

​

 

255

 

​

—

​

 

255

Total debt

​

 

300,255

 

​

39,094

​

 

261,161

Less amounts due within one year

​

 

(38)

 

​

—

​

 

(38)

Total long-term debt

​

$

300,217

​

$

39,094

​

$

261,123

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

    

​

​

    

Unamortized Debt

    

Balance, Net of

​

​

Principal Balance

​

Financing Costs

​

Financing Costs

Stonepeak Term Loan

​

$

300,000

​

$

34,827

​

$

265,173

Other debt

​

 

194

​

​

—

​

​

194

Total debt

​

 

300,194

 

​

34,827

​

 

265,367

Less amounts due within one year

​

 

(40)

​

​

—

​

​

(40)

Total long-term debt

​

$

300,154

​

$

34,827

​

$

265,327

​

The following is a summary of the aggregate maturities of debt obligations for each of the annual periods subsequent to December 31, 2024 (in thousands):

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2025

    

2026

    

2027

    

2028

    

2029

    

Thereafter

​

Total

Stonepeak Term Loan

​

$

—

​

$

—

​

$

—

​

$

—

​

$

300,000

​

$

—

​

$

300,000

Other Debt

​

​

40

​

​

53

​

​

60

​

​

41

​

​

—

​

​

—

​

​

194

Total

​

$

40

​

$

53

​

$

60

​

$

41

​

$

300,000

​

$

—

​

$

300,194

​

Stonepeak Credit Agreement

On December 12, 2023 (the “Stonepeak Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with Clean Energy, a wholly owned subsidiary of the Company as a borrower (the “Borrower”), the Company as parent guarantor, a syndicate of lenders including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), and Alter Domus Products Corp., as administrative agent and collateral agent. Pursuant to the Stonepeak Credit Agreement, the lenders funded a $300,000,000 senior secured term loan (the “Senior Term Loan”) and provided a delayed draw term loan commitment of $100,000,000 (together, with the Senior Term Loan, the “Loan Facility”). Payments related to the Loan Facility are interest only with a balloon principal payment due on the maturity date, which is December 12, 2029. The Loan Facility bears interest at 9.50% per annum, and, during the first two years beginning from the Stonepeak Closing Date, the Borrower may elect to pay up to 75% of the interest in kind. The delayed draw term loan commitment has a scheduled expiration date of December 12, 2025, and outstanding undrawn principal of the commitment is subject to a commitment fee of 1.00% per annum. The Borrower has the option to early terminate the delayed draw term loan commitment subject to the payment of certain early termination fees. Proceeds from the Loan Facility were or will be used to repay certain existing indebtedness of the Borrower, to finance permitted investments from time to time, to pay transaction costs related to the Stonepeak Credit Agreement, and for other general corporate purposes. In connection with the Loan Facility, the Borrower is obligated to pay other customary facility fees for credit facilities of a similar size and type.

The Borrower has the option to prepay all or any portion of the amounts owed prior to the maturity date, and the Loan Facility is subject to customary mandatory prepayments clauses. All prepayments and all other payments of the Loan Facility principal are subject to a call premium in the minimum amount that, when received by the lenders, would be sufficient to cause both (1) the internal rate of return for each such lender on the Loan Facility to be not less than 11.5% and (2) the multiple on invested capital for each such lender to be not less than 1.40; provided, however, in the event that the Company consummates a change in control transaction, in lieu of the foregoing call premium, the Borrower is obligated to pay a change in control premium in the amount of (a) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs on or prior to the first anniversary of the Stonepeak Closing Date, 20%, (b) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs after the first anniversary of the Stonepeak Closing Date but on or prior to the second anniversary of the Stonepeak Closing Date, 10%, and (c) if the change in control occurs after the second anniversary of the Stonepeak Closing Date, the minimum amount that, when received by the lenders, would be sufficient to cause the internal rate of return for each such lender to be not less than 11.5%. In conjunction with the Stonepeak Credit Agreement, the Company entered into a Guarantee and Collateral Agreement (the “Security Agreement”) in favor of Alter Domus products Corp., as collateral agent (in such capacity, the “Agent”) for the ratable benefit of the lenders. Pursuant to the Security Agreement,

the Company and certain of the Company’s subsidiaries guaranteed the Borrower’s obligation owing to the lenders and the Borrower, the Company and such subsidiary guarantors granted the Agent a security interest in substantially all of their personal property to secure the payment of all amounts owed to the lenders under the Stonepeak Credit Agreement. Certain material subsidiaries of the Company will be required to join as a party to the Security Agreement from time to time after the Stonepeak Closing Date.

​

The Stonepeak Credit Agreement requires the Company and the Borrower to comply with a maximum total leverage ratio, a minimum interest coverage ratio and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company’s, the Borrower’s and their subsidiaries ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. Additionally, the Stonepeak Credit Agreement includes a number of events of default contingency clauses, including, among other things, non-payment defaults, covenant defaults, cross-defaults to other materials indebtedness, bankruptcy and insolvency defaults, material judgment defaults, and material breaches of material contracts. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Loan Facility may become due and payable immediately.

Concurrent with the execution of the Stonepeak Credit Agreement, the Company issued warrants to Stonepeak CLNE-W Holdings LP (“Stonepeak”), an affiliate of Stonepeak Partners, pursuant to a Warrant Agreement, dated December 12, 2023, allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50 (see Note 12). Further, in connection with the funding of the Senior Term Loan pursuant to the Stonepeak Credit Agreement, the Company recognized $39.3 million in debt discount and issuance costs, which consisted of $31.8 million of debt discount attributed to the Stonepeak Warrant, $6.1 million of original issue discount and direct lender fees, and $1.4 million of debt issuance costs.

Riverstone Credit Agreement

On December 22, 2022 (the “Riverstone Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (the “Riverstone Credit Agreement”) with a syndicate of lenders and Riverstone Credit Management LLC, as administrative agent and collateral agent. Pursuant to the Riverstone Credit Agreement, the lenders made a $150,000,000 sustainability-linked senior secured term loan (the “Sustainability-Linked Term Loan”) to the Company, a transaction aligned with the five pillars of the Loan Syndications and Trading Association’s sustainability-linked loan principles.

On December 12, 2023, concurrent with the execution of the Stonepeak Credit Agreement, the Company repaid the $150.0 million outstanding principal balance of the Sustainability-Linked Term Loan and related accrued and unpaid interest. Upon such payment, the Riverstone Credit Agreement, dated as of December 22, 2022, was terminated. In connection with the extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement, the Company recognized $5.4 million of debt extinguishment loss, which was included in “Interest expense” in the accompanying consolidated statements of operations for the year ended December 31, 2023.