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8-KAccepted Sep 28, 5:28 PM ET

Clearway Energy Announces Purchase Agreement for 650MW Swan Solar (~$230M)

CWENClearway Energy, Inc.

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)

Updated

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.

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