Item 1.01 Entry Into a Material Definitive Agreement.
Fifteenth Supplemental Indenture
On December 23, 2020, Clearway Energy Operating LLC ("Clearway Operating LLC"),
a subsidiary of Clearway Energy LLC ("Clearway LLC"), the guarantors currently
party to the 2026 Notes Indenture (defined below), Rosamond Solar Holdco LLC,
Langford Holding LLC, and Daggett Solar Holdco LLC (each of the foregoing
entities, collectively the "Guaranteeing Subsidiaries") and Delaware Trust
Company (as successor in interest to Law Debenture Trust Company of New York),
as trustee (the "Trustee"), entered into the fifteenth supplemental indenture
(the "Fifteenth Supplemental Indenture"), supplementing the indenture, dated as
of August 18, 2016 (as amended or supplemented to the date hereof, the "2026
Notes Indenture"), by and among Clearway Operating LLC, the guarantors party
thereto and the Trustee, pursuant to which Clearway Operating LLC issued
$350,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2026
(the "2026 Notes"). Pursuant to the Fifteenth Supplemental Indenture, the
Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC's
obligations under the 2026 Notes. Each of Clearway Operating LLC, Clearway LLC
and the Guaranteeing Subsidiaries are subsidiaries of Clearway Energy, Inc.
The foregoing description of the Fifteenth Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the
Fifteenth Supplemental Indenture, which is attached as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Eleventh Supplemental Indenture
On December 23, 2020, Clearway Operating LLC, the guarantors currently party to
the 2025 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the
Trustee also entered into the eleventh supplemental indenture (the "Eleventh
Supplemental Indenture"), supplementing the indenture, dated as of October 1,
2018 (as amended or supplemented to the date hereof, the "2025 Notes
Indenture"), by and among Clearway Operating LLC, the guarantors party thereto
and the Trustee, pursuant to which Clearway Operating LLC issued $600,000,000 in
aggregate principal amount of its 5.750% Senior Notes due 2025 (the "2025
Notes"). Pursuant to the Eleventh Supplemental Indenture, the Guaranteeing
Subsidiaries became guarantors of Clearway Operating LLC's obligations under the
2025 Notes.
The foregoing description of the Eleventh Supplemental Indenture does not
purport to be complete and is qualified in its entirety by reference to the
Eleventh Supplemental Indenture, which is attached as Exhibit 4.2 to this
Current Report on Form 8-K and is incorporated by reference herein.
Seventh Supplemental Indenture
On December 23, 2020, Clearway Operating LLC, the guarantors currently party to
the 2028 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the
Trustee also entered into the seventh supplemental indenture (the "Seventh
Supplemental Indenture"), supplementing the indenture, dated as of December 11,
2019 (as amended or supplemented to the date hereof, the "2028 Notes
Indenture"), by and among Clearway Operating LLC, the guarantors party thereto
and the Trustee, pursuant to which Clearway Operating LLC issued $850,000,000 in
aggregate principal amount of its 4.750% Senior Notes due 2028 (the "2028
Notes"). Pursuant to the Seventh Supplemental Indenture, the Guaranteeing
Subsidiaries became guarantors of Clearway Operating LLC's obligations under the
2028 Notes.
The foregoing description of the Seventh Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to the Seventh
Supplemental Indenture, which is attached as Exhibit 4.3 to this Current Report
on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Document
4.1 Fifteenth Supplemental Indenture, dated as of December 23, 2020, among
Clearway Energy Operating LLC, the guarantors named therein and Delaware
Trust Company (as successor in interest to Law Debenture Trust Company
of New York).
4.2 Eleventh Supplemental Indenture, dated as of December 23, 2020, among
Clearway Energy Operating LLC, the guarantors named therein and Delaware
Trust Company.
4.3 Seventh Supplemental Indenture, dated as of December 23, 2020, among
Clearway Energy Operating LLC, the guarantors named therein and Delaware
Trust Company.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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