8-KAccepted Sep 28, 5:28 PM ET
Clearway Energy Announces Purchase Agreement for 650MW Swan Solar (~$230M)
Accepted (ET)
5:28 PM
Sep 28, 2026
Filed
Sep 28, 2026
Documents
12
Size
655.1 KB
Summary
Clearway Energy Announces Purchase Agreement for 650MW Swan Solar (~$230M)
What Happened
- Clearway Energy, Inc. (through its subsidiary Swan Purchaser LLC) announced on September 23, 2026 that it entered into a Membership Interest Purchase Agreement to acquire certain membership interests in Swan TargetCo LLC from Swan CE Seller LLC (an affiliate of Clearway Energy Group LLC).
- The transaction covers Swan Solar, a solar photovoltaic project under development and construction in Bates County, Missouri, with an approximate installed capacity of 650 megawatts. The base purchase price is approximately $230 million in cash, subject to adjustments based on a financial model and other agreed terms. The parties expect the closing to occur during the third quarter of 2028, subject to customary closing conditions and third‑party actions.
Key Details
- Parties: Swan Purchaser LLC (buyer, Clearway subsidiary) and Swan CE Seller LLC (seller, affiliate of Clearway Energy Group LLC). Agreement dated September 23, 2026.
- Project: Swan Solar — ~650 MW photovoltaic facility in Bates County, Missouri.
- Price & structure: Base cash purchase price of approximately $230 million, with adjustments tied to a financial model to meet minimum economic thresholds; at closing Purchaser will hold 100% of Class A units and Clearway Renew LLC will hold 100% of Class C units of TargetCo.
- Timeline & conditions: Closing expected Q3 2028, conditioned on customary closing requirements and certain third‑party actions. The Purchase Agreement includes typical representations, warranties, covenants and mutual indemnities.
Why It Matters
- This agreement would add a large utility-scale solar development (≈650 MW) to Clearway’s portfolio pipeline, which could increase future generation capacity and revenue once constructed and commissioned.
- The $230M base price (subject to adjustments) represents a material cash outlay and multi-year project timeline — investors should note the closing is not immediate and relies on conditions and third‑party actions.
- The filing documents standard protections (reps, covenants, indemnities) and the Purchase Agreement is filed with the 8-K (certain commercial details redacted). Investors should monitor future updates for closing progress, project construction milestones, and any adjustments to the purchase price.