UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On June 27, 2024, LV-Daggett Parent Holdco LLC (the “Purchaser”), a subsidiary of Clearway Energy, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with D1-LV CE Seller LLC (the “Seller”), an affiliate of Clearway Energy Group LLC. Pursuant to the terms of the Purchase Agreement, Purchaser will acquire from Seller certain limited liability company membership interests in D1-LV TargetCo LLC (“Target Company”), which, subject to certain terms and conditions referenced in the Purchase Agreement, will become the indirect owner of all of the limited liability company interests in Luna Valley Solar I, LLC (“Luna Valley Solar”) and Daggett Solar Power I LLC (“Daggett Solar Power”) for a base purchase price of approximately $89.7 million with respect to Luna Valley Solar, and approximately $53.2 million with respect to Daggett Solar Power, in each case, in cash and subject to customary working capital adjustments (the “Transaction”). Luna Valley Solar is developing and constructing an approximately 200 megawatt alternating current solar photovoltaic energy generating facility and associated infrastructure in Fresno County, California. Daggett Solar Power is developing an approximately 113 megawatt battery energy storage system and associated infrastructure in San Bernardino, California. At closing, Purchaser will acquire 999 units of the Target Company, which will represent 100% of the class A units of the Target Company. Seller will distribute the remaining one unit to Clearway Renew, LLC, with such unit being converted into 100% of the class C units of the Target Company.
The Purchase Agreement contains customary representations and warranties and covenants made by each of the parties. Each of the Purchaser and the Seller are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.
The closing of the Transaction is subject to customary closing conditions and certain third-party actions. The closing of the Transaction is expected to occur during the second half of 2024.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Document | |
| 10.1†* | Membership Interest Purchase Agreement, dated as of June 27, 2024, by and between D1-LV CE Seller LLC and LV-Daggett Parent Holdco LLC. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| † | Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request. |
| * | Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clearway Energy, Inc. | ||
| By: | /s/ Kevin P. Malcarney | |
| Kevin P. Malcarney | ||
|
Executive President, General Counsel and Corporate Secretary | ||
| Dated: July 3, 2024 | ||