Clearway Energy Operating LLC, a Subsidiary of Clearway Energy, Inc., Announces Cash Tender … | Your money
PRINCETON, NJ, September 24, 2021 (GLOBE NEWSWIRE) – Clearway Energy Operating LLC (“Clearway Operating”), a subsidiary of Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (“Clearway Energy”), announced that it has initiated a cash tender offer to purchase all or part of the aggregate principal amount outstanding of $ 350 million of its 5,000% Senior Notes due 2026 (the “2026 Notes” ) with the net proceeds of Clearway Operating’s concurrent offering of $ 350 million in aggregate principal amount of Senior Notes due 2032 (the “New Notes”), which was also announced today by Clearway Operating. The take-over bid is made pursuant to an offer to purchase, a related letter of transmittal and a notice of guaranteed delivery, each dated September 24, 2021. The take-over bid will expire at 5:00 PM New York time on the 30th, 2021 (as this time and date may be extended, the “expiration period”). Deposited 2026 Notes may be withdrawn at any time prior to the expiration time.
Under the terms of the public tender offer, the holders of the 2026 Notes which are validly tendered and accepted at the latest at the expiration time, or the holders who deliver to the depositary and the information agent a notice Completed and Duly Executed Guaranteed Delivery and then deliver these 2026 Notes, each in accordance with the instructions described in the Offer to Purchase, will receive a total cash consideration of $ 1,027.00 per $ 1,000 principal amount of the Notes. 2026, plus an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected to be October 1, 2021, subject to satisfaction of the Funding Condition described below.
The tender offer is subject to the satisfaction of certain conditions, including the condition that Clearway Operating will have raised at least $ 350 million in gross proceeds from the offering of the New Bonds on or before the settlement date. (the “Funding Condition”). The public tender offer is not subject to any minimum amount of contributed 2026 Notes. Clearway Operating may modify, extend or terminate the tender offer in its sole discretion. At the same time as the launch of the public tender offer, Clearway Operating is exercising its right to optionally redeem, on October 24, 2021, all 2026 Bonds not validly tendered and purchased within the framework of the tender offer at a price equal to 102.500% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest, where applicable, until the redemption date, in accordance with the terms of the deed governing the 2026 Notes (the “Deed”), subject to and subject to satisfaction of the Financing Condition.
The tender offer is being made in accordance with the terms and conditions contained in the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery, each dated September 24, 2021, copies of which may be requested from the information agent for the takeover bid. , DF King & Co., Inc., at (866) 796-6867 (toll free) or (212) 269-5550, by email at [email protected], or via the following web address: www. dfking. com / cwen. JP Morgan Securities LLC will act as Dealer Manager for the takeover bid. Questions regarding the takeover bid can be directed to the Dealer Manager at +1 (866) 834-4666 (toll free) or +1 (212) 834-4087 (pickup).
This press release is for informational purposes only and does not constitute a notice of repurchase under the optional repurchase provisions of the Deed, nor an offer to sell, or a solicitation of an offer to buy, of any security, including including the New Bonds. , nor does it constitute a solicitation of an offer to buy any securities, including the New Bonds or the 2026 Bonds, and does not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be illegal.
About Clearway Energy, Inc.
Clearway Energy, Inc. is one of the largest owners of renewable energy in the United States with over 4,700 net MW of wind and solar generation projects installed. Clearway Energy’s over 8,000 MW net assets also include approximately 2,500 net MW of highly efficient and environmentally friendly natural gas production facilities, as well as a portfolio of district energy systems. Through this diversified and predominantly contracted eco-friendly portfolio, Clearway Energy strives to provide its investors with stable and growing dividend income. Clearway Energy’s Class C and Class A common shares trade on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by its controlling investor Global Infrastructure Partners III (GIP), an independent infrastructure fund manager that invests in infrastructure and businesses both in OECD countries and in select countries. emerging markets, through GIP’s holding company, Clearway Energy Group.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to certain risks, uncertainties and assumptions and can generally be identified. by the use of words such as “expect”, “estimate”, “should”, “anticipate”, “anticipate”, “plan”, “perspective”, “believe” and similar terms.
Although Clearway Energy believes the expectations to be reasonable, it cannot guarantee that these expectations will prove to be correct, and actual results may vary significantly. Factors that could cause actual results to differ materially from those contemplated above include, among others, impacts related to COVID-19 or any other pandemic, impacts of recent weather events on the Company, its operations , its facilities and financial results, the entire disposition of the Clearway Energy thermal platform, the risks and uncertainties associated with the capital markets in general, whether Clearway Energy will complete the offer, the expected terms of the new bonds and the ‘intended use of the proceeds, including the results of the takeover bid.
Clearway Energy assumes no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The above consideration of the factors which could cause Clearway Energy’s actual results to differ materially from those contemplated in the forward-looking statements included in this press release should be considered in conjunction with the information regarding the risks and uncertainties that may affect future results of Clearway Energy included in Clearway Energy filings, or Clearway Energy LLC filings, with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy makes free copies of documents that it files with or provides to the Securities and Exchange Commission at www.clearwayenergy.com.