FuelCell Energy Inc (FCEL)

[Drgdarf]

This is big : https://www.sec.gov/divisions/corpfin/cf-noaction/2020/fuelcell-reg-a-reg-d-090320.pdf

Relief granted.

Finally, FuelCell may seek strategic partnerships based upon long-term value creation and alignment through the offer and sale of equity securities to such partners. The Company has done so repeatedly in the past, including separate strategic transactions in 2002, 2007, 2012, and 2014 (the latter two transactions having involved the placement of securities pursuant to Regulation D), and continues to seek such strategic partnerships. Investment and partnership opportunities in this industry are highly competitive and require quick response, negotiation, and closing. FuelCell will need to rely on Regulation D to offer timing that would be competitive with that provided by other similarly-situated alternative-energy companies to attract and close strategic partner investment opportunities. Strategic partners will require representations from the issuer that the issuance will be in full compliance with the securities laws, and the ability to rely on the Regulation A and Regulation D safe harbors, as opposed to the common law judicial interpretations of Section 4(a)(2), will expedite and facilitate FuelCell’s ability to provide those representations to the immediate satisfaction of its potential strategic partners. The ability to quickly close such transactions, without time-consuming consultation with counsel and possible legal opinions associated with reliance on Section 4(a)(2), will be essential for FuelCell.