8-KAccepted Sep 28, 5:28 PM ET
Clearway Energy LLC Announces Agreement to Acquire Swan Solar (~$230M)
Accepted (ET)
5:28 PM
Sep 28, 2026
Filed
Sep 28, 2026
Documents
12
Size
664.9 KB
Summary
Clearway Energy LLC Announces Agreement to Acquire Swan Solar (~$230M)
What Happened
Clearway Energy LLC (via its subsidiary Swan Purchaser LLC) filed an 8-K reporting that on September 23, 2026 it entered into a Membership Interest Purchase Agreement to acquire certain LLC membership interests in Swan TargetCo LLC from Swan CE Seller LLC (an affiliate of Clearway Energy Group LLC). The base purchase price is approximately $230 million in cash, subject to adjustments under a financial model tied to minimum economic thresholds. Swan Solar is a solar photovoltaic project under development and construction in Bates County, Missouri with an approximate installed capacity of 650 megawatts. The parties expect the transaction to close, subject to conditions and third-party actions, during the third quarter of 2028.
Key Details
- Purchase Agreement dated September 23, 2026; filing made on Form 8-K dated September 28, 2026.
- Base purchase price: approximately $230 million cash, subject to adjustments tied to a financial model.
- Project: Swan Solar — ~650 MW solar PV facility in Bates County, Missouri.
- Closing: Purchaser will hold 100% of class A units of the Target Company and Clearway Renew LLC will hold 100% of class C units; closing expected Q3 2028, subject to customary conditions, third-party actions, and indemnities/representations in the agreement.
Why It Matters
This agreement would make Clearway (through its subsidiary) the indirect owner of a large utility-scale solar project (≈650 MW), adding to its development/construction portfolio if the deal closes. The stated base $230M cash price — and model-based adjustments — are material to the company’s capital deployment and financing plans. Closing is not immediate: it depends on satisfaction/waiver of conditions and third-party approvals and is expected in Q3 2028, so investors should treat this as a contingent future acquisition. The Purchase Agreement is filed as Exhibit 10.1 (with certain redactions) to the 8-K.