Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2020, Clearway Energy Operating LLC ("Clearway Operating"), a
subsidiary of Clearway Energy, Inc., completed the sale of an additional $250
million aggregate principal amount of 4.750% senior notes due 2028 (the
"Additional Notes") pursuant to the terms of the purchase agreement, dated May
19, 2020 (the "Purchase Agreement"), among Clearway Operating, the guarantors
named therein, and the initial purchasers set forth on Schedule A thereto (the
"Initial Purchasers"). The Additional Notes were offered as an additional issue
of Clearway Operating's existing 4.750% senior notes due 2028 that Clearway
Operating issued on December 11, 2019 in an aggregate principal amount of $600
million (the "Initial Notes" and together with the Additional Notes, the "Senior
Notes"). Like the Initial Notes, the Additional Notes were issued under the
Indenture, dated December 11, 2019 (the "Indenture"), among Clearway Operating,
the guarantors named therein and Delaware Trust Company, as trustee (the
"Trustee"). The Indenture and the form of Senior Note, which is attached as an
exhibit to the Indenture, provide, among other things, that the Senior Notes
will be senior unsecured obligations of Clearway Operating. Interest is payable
on the Senior Notes on March 15 and September 15 of each year beginning on
September 15, 2020 until their maturity date of March 15, 2028. Interest on the
Additional Notes will accrue from December 11, 2019.
At any time prior to March 15, 2023, Clearway Operating may redeem up to 40% of
the Senior Notes at a redemption price of 104.750% of the principal amount of
the Senior Notes redeemed, plus accrued and unpaid interest to the redemption
date, in an amount equal to the net cash proceeds of one or more equity
offerings, so long as the redemption occurs within 180 days of completing such
equity offering and at least 50% of the aggregate principal amount of the Senior
Notes remains outstanding after such redemption.
In addition, at any time prior to March 15, 2023, Clearway Operating may redeem
all or a portion of the Senior Notes for cash at a redemption price equal to
100% of the principal amount of the Senior Notes redeemed, plus an applicable
make-whole premium and accrued and unpaid interest to the redemption date. On
and after March 15, 2023, Clearway Operating may redeem all or a portion of the
Senior Notes at redemption prices set forth in the Indenture, plus accrued and
unpaid interest to the redemption date.
The terms of the Indenture, among other things, limit the ability of Clearway
Operating and certain of its subsidiaries to create liens on assets and
consolidate, merge or transfer all or substantially all of its assets and the
assets of its subsidiaries.
The Indenture provides for customary events of default, which include (subject
in certain cases to customary grace and cure periods), among others: nonpayment
of principal or interest; breach of other agreements in the indentures; defaults
in failure to pay certain other indebtedness; the rendering of judgments to pay
certain amounts of money against Clearway Operating and its subsidiaries; the
failure of certain guarantees to be enforceable; and certain events of
bankruptcy or insolvency. Generally, if an event of default occurs and is not
cured within the time periods specified, the Trustee or the holders of at least
30% in principal amount of the then outstanding series of Senior Notes may
declare all the Senior Notes of such series to be due and payable immediately.
The Additional Notes were sold to the Initial Purchasers for resale to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended
(the "Securities Act"), and to persons outside the United States under
Regulation S of the Securities Act. The Additional Notes were issued in a
transaction exempt from registration under the Securities Act or any state
securities laws. Therefore, the Additional Notes may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
securities laws. This Current Report on Form 8-K and the Exhibits hereto do not
constitute an offer to sell any securities or a solicitation of an offer to
purchase any securities.
The foregoing descriptions do not purport to be complete and are qualified by
reference to the Indenture and the form of Senior Note, which are filed as
exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
The disclosures under Item 1.01 of this Current Report on Form 8-K relating to
the Indenture and the form of Senior Note are also responsive to Item 2.03 of
this report and are incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Document
4.1 Indenture, dated December 11, 2019, among Clearway Energy Operating
LLC, the guarantors named therein and Delaware Trust Company, as
trustee (incorporated by reference to Exhibit 4.1 to Clearway Energy,
Inc.'s Current Report on Form 8-K, filed on December 12, 2019).
4.2 Form of 4.750% Senior Notes due 2028 (incorporated by reference to
Exhibit 4.1 to Clearway Energy, Inc.'s Current Report on Form 8-K,
filed on December 12, 2019).
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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