Item 1.01 Entry Into a Material Definitive Agreement.
First Amendment to Mesquite Sky Membership Interest Purchase Agreement
On December 17, 2021, Lighthouse Renewable Class A LLC ("Lighthouse Purchaser")
and Clearway Energy Operating LLC, each subsidiaries of Clearway Energy, Inc.
(the "Company"), entered into the First Amendment to Membership Interest
Purchase Agreement (the "Mesquite Sky Amendment") with Clearway Renew LLC (
"Clearway Renew"), a subsidiary of Clearway Energy Group LLC. The Mesquite Sky
Amendment amends the previously disclosed Membership Interest Purchase
Agreement, dated as of December 21, 2020, by and between Lighthouse Purchaser
and Clearway Renew with respect to Mesquite Sky Holding LLC ("Mesquite Sky"),
which owns and is developing the 345 MW Mesquite Sky wind project, located in
Callahan County, Texas. The Mesquite Sky Amendment provides for, among other
things, (i) the amendment of the purchase price payable by Lighthouse Purchaser
to Clearway Renew for 50.01% of the Class B Membership Interests of Mesquite Sky
(the "Mesquite Sky Class B Interests") to approximately $62 million, (ii) the
purchase by Lighthouse Purchaser of 50.01% of the Class A Membership Interests
of Mesquite Sky (the "Mesquite Sky Class A Interests") from Clearway Renew for a
purchase price of approximately $2.4 million and (iii) the amendment of certain
adjustments to the purchase price payable by Lighthouse Purchaser for the
Mesquite Sky Class A Interests and the Mesquite Sky Class B Interests in
connection with the number of turbines placed in service for the Mesquite Sky
wind project owned by Mesquite Sky and the sale of renewable energy certificates
by a subsidiary of Mesquite Sky.
The consummation of the acquisition of the Mesquite Sky Class B Interests
occurred on December 17, 2021 and the consummation of the acquisition of the
Mesquite Sky Class A Interests is subject to customary closing conditions,
including Clearway Renew's acquisition of the Class A Membership Interests of
Mesquite Sky. The Company expects the acquisition of the Mesquite Sky Class A
Interests to close in the first half of 2022.
The foregoing description of the Mesquite Sky Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Mesquite Sky Amendment, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K (this "Current Report") and is incorporated herein by
reference.
First Amendment to Black Rock Membership Interest Purchase Agreement
On December 29, 2021, Lighthouse Purchaser entered into the First Amendment to
Membership Interest Purchase Agreement (the "Black Rock Amendment") with
Clearway Renew. The Black Rock Amendment amends the previously disclosed
Membership Interest Purchase Agreement, dated as of December 21, 2020, by and
between Lighthouse Purchaser and Clearway Renew with respect to Black Rock Wind
Holding LLC ("Black Rock"), which owns and is developing the 110 MW Black Rock
wind project, located in Grant and Mineral Counties, West Virginia. The Black
Rock Amendment provides for, among other things, (i) the amendment of the
purchase price payable by Lighthouse Purchaser to Clearway Renew for 50.01% of
the Class B Membership Interests of Black Rock (the "Black Rock Class B
Interests") to approximately $61.6 million, (ii) the purchase by Lighthouse
Purchaser of 50.01% of the Class A Membership Interests of Black Rock (the
"Black Rock Class A Interests") from Clearway Renew for a purchase price of
approximately $1.1 million and (iii) the amendment of (A) certain adjustments to
the purchase price payable by Lighthouse Purchaser for the Black Rock Class A
Interests and the Black Rock Class B Interests and (B) certain indemnification
rights of Lighthouse Purchaser, in each case, in connection with the placement
in service of turbines for the Black Rock wind project owned by Black Rock.
The consummation of the acquisition of the Black Rock Class B Interests occurred
on December 29, 2021 and the consummation of the acquisition of the Black Rock
Class A Interests is subject to customary closing conditions, including Clearway
Renew's acquisition of the Class A Membership Interests of Black Rock. The
Company expects the acquisition of the Black Rock Class A Interests to close in
the first half of 2022.
The foregoing description of the Black Rock Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Black Rock Amendment, a copy of which is filed as Exhibit 10.2 to this Current
Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Document
10.1†* First Amendment to Membership Interest Purchase Agreement, dated as
of December 17, 2021, by and among Lighthouse Renewable Class A LLC,
Clearway Renew LLC and Clearway Energy Operating LLC.
10.2†* First Amendment to Membership Interest Purchase Agreement, dated as
of December 29, 2021, by and among Lighthouse Renewable Class A LLC
and Clearway Renew LLC.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
† Schedules and similar attachments to this Exhibit have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange
Commission (the "SEC") upon request.
* Certain portions of this Exhibit have been redacted pursuant to Item
601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material
and (ii) would likely cause competitive harm to the Company if publicly
disclosed. The Company agrees to furnish supplementally an unredacted copy of
this Exhibit to the SEC upon request.
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