Clearway Energy holds change-of-control offer for 3.5% convertibles

By Susanna Moon

Chicago, Sept. 17 – Clearway Energy, Inc. subsidiary Clearway Energy Operating LLC is offering to purchase its 3.5% convertible senior notes due 2019 at par because of a change of control that occurred on Aug. 31.

The acquisition by Global Infrastructure Partners of NRG Energy, Inc.’s full ownership interest in Clearway Energy constituted a fundamental change and a make-whole fundamental change under the 2019 convertibles and Clearway Energy’s 3.25% convertible senior notes due 2020, according to a company announcement.

As a result, Clearway Energy said it issued a fundamental change notice on Sept. 10 for the offer.

The issuer will also pay accrued interest to but excluding the fundamental change purchase date.

The company plans to price $550 million principal amount of senior notes due 2025, with proceeds to be used to fund the repayment of the 3.5% convertibles at maturity, under the tender offer or through private or public tender or repurchases on the open market, the company said.

Proceeds also will be used to help fund the purchase price of Clearway Energy’s acquisition of Carlsbad Energy Holdings LLC from NRG Energy, Inc. as well as for other growth acquisitions or general corporate purposes.

Clearway, formerly NRG Yield, Inc., is a Princeton, N.J.-based company that owns a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets.

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