Clearway Energy Operating LLC, a Subsidiary of Clearway Energy, Inc., Announces Pricing of Offering of $600.0 Million of Senior Notes
Clearway Energy Operating LLC (“Clearway Operating”), a subsidiary
of Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (“Clearway Energy”), has
priced its offering of $600.0 million in aggregate principal amount of
5.750% senior notes due 2025 (the “Notes”). The size of the offering was
increased from the previously announced $550.0 million aggregate
principal amount. The Notes will be senior unsecured obligations of
Clearway Operating and will be guaranteed by Clearway Energy LLC,
Clearway Operating’s parent company, and by each of Clearway Operating’s
wholly owned current and future subsidiaries that guarantees
indebtedness under its credit agreement.
The Notes will mature on October 15, 2025. The offering is expected to
close on October 1, 2018, subject to customary conditions.
Clearway Operating intends to use the proceeds of the offering to fund
the repayment of all of Clearway Energy’s 3.50% convertible senior notes
due 2019 (the “2019 Convertible Notes”), whether at maturity or pursuant
to Clearway Energy’s outstanding Tender Offer (as defined below) for the
2019 Convertible Notes or through subsequent private or public tender or
repurchases on the open market, and to partially fund the purchase price
of Clearway Energy’s acquisition of Carlsbad Energy Holdings LLC from
NRG Energy, Inc. Any remaining net proceeds will be used for other
growth acquisitions, general corporate purposes and the payment of
transaction fees and expenses.
The acquisition by Global Infrastructure Partners on August 31, 2018 of
NRG Energy, Inc.’s full ownership interest in Clearway Energy
constituted a Fundamental Change and a Make-Whole Fundamental Change
under (and as defined in) the indentures governing the 2019 Convertible
Notes and Clearway Energy’s 3.25% convertible senior notes due 2020 (the
“2020 Convertible Notes” and, together with the 2019 Convertible Notes,
the “Convertible Notes”). As a result, on September 10, 2018, as
required pursuant to the indentures governing the Convertible Notes,
Clearway Energy delivered to all holders of the Convertible Notes a
Fundamental Change Notice and Offer to Purchase (the “Offer to
Purchase”), and commenced an offer to purchase any and all of the
Convertible Notes for cash at a price equal to 100% of the principal
amount of the Convertible Notes to be purchased plus any accrued and
unpaid interest, if any, to, but excluding, the Convertible Notes
Fundamental Change purchase date (the “Tender Offer”).
This press release is for informational purposes only and is not an
offer to buy, nor the solicitation of an offer to sell, any of the
Convertible Notes. Clearway Energy’s Tender Offer is being made solely
by its Offer to Purchase.
The Notes and related guarantees are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), or outside the United States
to persons other than “U.S. persons” in compliance with Regulation S
under the Securities Act. The Notes and related guarantees have not been
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This notice is issued pursuant to Rule 135c of the
Securities Act, and does not constitute an offer to sell, nor a
solicitation for an offer to purchase the Notes.
About Clearway Energy
Clearway Energy, Inc., formerly NRG Yield, Inc., owns a diversified
portfolio of contracted renewable and conventional generation and
thermal infrastructure assets in the United States, including fossil
fuel, solar and wind power generation facilities that have the capacity
to support more than two million American homes and businesses. Clearway
Energy’s thermal infrastructure assets provide steam, hot and/or chilled
water, and in some instances electricity, to commercial businesses,
universities, hospitals and governmental units in multiple locations.
Clearway Energy’s Class C and Class A common stock are traded on the New
York Stock Exchange under the symbols CWEN and CWEN.A, respectively.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are subject
to certain risks, uncertainties and assumptions and typically can be
identified by the use of words such as “expect,” “estimate,” “should,”
“anticipate,” “forecast,” “plan,” “guidance,” “believe” and similar
terms. Although Clearway Energy believes that the expectations are
reasonable, it can give no assurance that these expectations will prove
to be correct, and actual results may vary materially.
Factors that could cause actual results to differ materially from those
contemplated above include, among others, risks and uncertainties
related to the capital markets generally, whether Clearway Energy will
consummate the offering, the anticipated terms of the Notes and the
anticipated use of proceeds, including the results of the Tender Offer.
Clearway Energy undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. The foregoing
review of factors that could cause Clearway Energy’s actual results to
differ materially from those contemplated in the forward-looking
statements included in this news release should be considered in
connection with information regarding risks and uncertainties that may
affect Clearway Energy’s future results included in Clearway Energy’s
filings, or the filings of Clearway Energy LLC, with the Securities and
Exchange Commission at www.sec.gov.
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