Item 1.01 Entry Into a Material Definitive Agreement.
Eleventh Supplemental Indenture
On May 25, 2022, Clearway Energy Operating LLC ("Clearway Operating LLC"), a
subsidiary of Clearway Energy LLC ("Clearway LLC"), the guarantors currently
party to the 2028 Notes Indenture (defined below), PAWVA Wind Holdings LLC
("PAWVA"), Capistrano Portfolio Holdings LLC ("Capistrano" and, together with
PAWVA, the "Guaranteeing Subsidiaries") and Delaware Trust Company, as trustee
(the "Trustee") entered into the eleventh supplemental indenture (the "Eleventh
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 Eleventh Supplemental Indenture, the Guaranteeing
Subsidiaries became guarantors of Clearway Operating LLC's obligations under the
2028 Notes. Each of Clearway Operating LLC, Clearway LLC and the Guaranteeing
Subsidiaries are subsidiaries of Clearway Energy, Inc.
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 4.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Third Supplemental Indenture
On May 25, 2022, Clearway Operating LLC, the guarantors currently party to the
2031 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the
Trustee also entered into the third supplemental indenture (the "Third
Supplemental Indenture"), supplementing the indenture, dated as of March 9, 2021
(as amended or supplemented to the date hereof, the "2031 Notes Indenture"), by
and among Clearway Operating LLC, the guarantors party thereto and the Trustee,
pursuant to which Clearway Operating LLC issued $925,000,000 in aggregate
principal amount of its 3.750% Senior Notes due 2031 (the "2031 Notes").
Pursuant to the Third Supplemental Indenture, the Guaranteeing Subsidiaries
became guarantors of Clearway Operating LLC's obligations under the 2031 Notes.
The foregoing description of the Third Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to the Third
Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report
on Form 8-K and is incorporated by reference herein.
Second Supplemental Indenture
On May 25, 2022, Clearway Operating LLC, the guarantors currently party to the
2032 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the
Trustee also entered into the second supplemental indenture (the "Second
Supplemental Indenture"), supplementing the indenture, dated as of October 1,
2021 (as amended or supplemented to the date hereof, the "2032 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 3.750% Senior Notes due 2032 (the "2032
Notes"). Pursuant to the Second Supplemental Indenture, the Guaranteeing
Subsidiaries became guarantors of Clearway Operating LLC's obligations under the
2032 Notes.
The foregoing description of the Second Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to the Second
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 Eleventh Supplemental Indenture, dated as of May 25, 2022, among
Clearway Energy Operating LLC, the guarantors named therein and
Delaware Trust Company.
4.2 Third Supplemental Indenture, dated as of May 25, 2022, among
Clearway Energy Operating LLC, the guarantors named therein and
Delaware Trust Company.
4.3 Second Supplemental Indenture, dated as of May 25, 2022, 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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