0001104659-18-056065.txt : 20180910 0001104659-18-056065.hdr.sgml : 20180910 20180910195812 ACCESSION NUMBER: 0001104659-18-056065 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180831 FILED AS OF DATE: 20180910 DATE AS OF CHANGE: 20180910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clearway Energy Group LLC CENTRAL INDEX KEY: 0001750994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 181063721 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: Zephyr Renewables LLC DATE OF NAME CHANGE: 20180822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP III Zephyr Acquisition Partners L.P. CENTRAL INDEX KEY: 0001752556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 181063722 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212)315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure GP III, L.P. CENTRAL INDEX KEY: 0001747185 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 181063723 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure Investors III, LLC CENTRAL INDEX KEY: 0001747194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 181063724 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 1345 AVENUE OF THE AMERICAS, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 3 1 a3.xml 3 X0206 3 2018-08-31 0 0001567683 Clearway Energy, Inc. NYLD 0001747194 Global Infrastructure Investors III, LLC 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 0 0 1 0 0001747185 Global Infrastructure GP III, L.P. 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 0 0 1 0 0001752556 GIP III Zephyr Acquisition Partners L.P. 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 0 0 1 0 0001750994 Clearway Energy Group LLC 1345 AVENUE OF THE AMERICAS, 30TH FLOOR NEW YORK NY 10105 0 0 1 0 Class B Units of Clearway Energy LLC Class A Common Stock 42738750 I See footnotes Class D Units of Clearway Energy LLC Class C Common Stock 42738750 I See footnotes Pursuant to an Amended and Restated Exchange Agreement, dated as of May 14, 2015, among Clearway Energy, Inc. (formerly known as NRG Yield, Inc.) (the "Issuer"), Clearway Energy LLC (formerly known as NRG Yield LLC) ("Clearway LLC") and other parties thereto (the "Exchange Agreement"), the Class B Units of Clearway LLC are exchangeable at any time for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class B Units for shares of Class A Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class B Common Stock issued to the holder will automatically be canceled. Pursuant to the Exchange Agreement, the Class D Units of Clearway LLC are exchangeable at any time for shares of Class C common stock of the Issuer ("Class C Common Stock") on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. As the holder exchanges the Class D Units for shares of Class C Common Stock pursuant to the Exchange Agreement, an equivalent number of shares of Class D Common Stock issued to the holder will automatically be canceled. Reflects securities held directly by Clearway Energy Group LLC (formerly known as Zephyr Renewables LLC) ("Clearway Energy Group"). Global Infrastructure Investors III, LLC ("Global Investors") is the sole general partner of Global Infrastructure GP III, L.P. ("Global GP"), which is the general partner of GIP III Zephyr Acquisition Partners, L.P. ("GIP"), which is the sole member of Clearway Energy Group. As a result, Global Investors, Global GP, and GIP may be deemed to share beneficial ownership of the Issuer securities owned by Clearway Energy Group. Adebayo Ogunlesi, Jonathan Bram, William Brilliant, Matthew Harris, Michael McGhee, Rajaram Rao, William Woodburn, Salim Samaha and Robert O'Brien, as the voting members of the Investment Committee of Global Investors, may be deemed to share beneficial ownership of the Issuer securities beneficially owned by Global Investors. Such individuals expressly disclaim any such beneficial ownership. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the securities reported herein for purposes of Section 16 or for any other purpose. GLOBAL INFRASTRUCTURE INVESTORS III, LLC By: /s/ Jonathan Bram Name: Jonathan Bram Title: Partner 2018-09-10 GLOBAL INFRASTRUCTURE GP III, L.P. By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Jonathan Bram Name: Jonathan Bram Title: Partner 2018-09-10 GIP III ZEPHYR ACQUISITION PARTNERS, L.P. By: Global Infrastructure GP III, L.P., its general partner By: Global Infrastructure Investors III, LLC, its general partner By: /s/ Jonathan Bram Name: Jonathan Bram Title: Partner 2018-09-10 CLEARWAY ENERGY GROUP LLC By: /s/ Craig Cornelius Name: Craig Cornelius Title: Chief Executive Officer 2018-09-10