Clearway Energy LLC 8-K

What Happened
On January 13, 2026, Clearway Energy Operating LLC (a subsidiary of Clearway Energy LLC) completed the sale of $600 million aggregate principal amount of 5.750% senior notes due January 15, 2034. The notes were issued under an indenture with CSC Delaware Trust Company as trustee. Interest is payable January 15 and July 15 each year beginning July 15, 2026. The offering was made to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S and was exempt from registration under the Securities Act. (Filed on Form 8‑K under Item 1.01 and Item 2.03.)

Key Details

• Principal amount: $600,000,000 of 5.750% senior unsecured notes due January 15, 2034.
• Interest dates: January 15 and July 15, starting July 15, 2026.
• Early redemption: Prior to January 15, 2029, Clearway Operating may redeem up to 40% of the notes at 105.750% of principal (plus accrued interest) using net proceeds of equity offerings (must occur within 180 days of the equity offering and leave ≥50% of notes outstanding).
• Other redemptions: Prior to January 15, 2029, notes may be redeemed at 100% of principal plus a make‑whole premium; on/after January 15, 2029, redemption prices follow the indenture.
• Covenants & defaults: Indenture limits certain liens and mergers/consolidations and includes customary events of default; holders of at least 30% of the series (or the trustee) can accelerate payment if defaults are not cured.

Why It Matters
This transaction creates $600M of new senior unsecured debt for Clearway’s operating subsidiary, increasing the company’s outstanding obligations and future interest expense. Because the notes are unsecured, they rank behind any secured creditors but ahead of equity in a liquidation. The redemption features give Clearway flexibility to refinance or retire part of the debt (including with equity proceeds), while the indenture’s restrictions and default provisions affect the company’s ability to place liens or complete certain transactions without noteholder consent. Retail investors should note this filing as a material financing event that can affect leverage, interest costs and capital structure.