Clearway Energy, Inc. 8-K

What Happened

• Clearway Energy Operating LLC (a subsidiary of Clearway Energy, Inc.) completed the sale on January 13, 2026 of $600 million aggregate principal amount of 5.750% senior notes due January 15, 2034. The notes were issued under an Indenture dated January 13, 2026, with CSC Delaware Trust Company as trustee, and were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S (exempt from registration).

Key Details

• Amount & rate: $600 million of 5.750% senior unsecured notes maturing January 15, 2034.
• Interest/Payment dates: Interest payable January 15 and July 15 each year, beginning July 15, 2026.
• Redemption features: Prior to January 15, 2029, Clearway Operating may redeem up to 40% of the notes at 105.75% of principal using equity offering proceeds (within 180 days of the offering, and leaving at least 50% outstanding); it may also redeem before that date at par plus a make-whole premium. After January 15, 2029, customary redemption prices apply.
• Covenants & default: Notes are senior unsecured obligations; the indenture limits certain liens and mergers/consolidations and includes customary events of default (nonpayment, breaches, bankruptcy). Holders of at least 30% of the series (or the trustee) may accelerate payment upon uncured defaults.

Why It Matters

• This issuance raises $600M of long-term debt for Clearway’s operating subsidiary at a fixed 5.75% coupon, increasing the company’s funded debt and future interest obligations while providing cash for corporate needs or refinancing. Because the notes are senior unsecured, they rank ahead of equity but behind any secured debt. The redemption provisions give Clearway flexibility to repay part of the notes with equity proceeds or refinance later. Investors should note this affects the company’s capital structure and leverage metrics, and that the offering was done privately to institutional and non-U.S. investors under exemptions from registration.