Clearway Energy Operating LLC, a Subsidiary of Clearway Energy, Inc., Announces Cash Tender Offer and Concurrent Redemption Notice for Any and All of Its Outstanding 5.750% Senior Notes Due 2025
PRINCETON, N.J., March 02, 2021 (GLOBE NEWSWIRE) -- Clearway Energy Operating LLC (“Clearway Operating”), a subsidiary of Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (“Clearway Energy”), announced that it has commenced a cash tender offer to purchase any and all of the $600 million outstanding aggregate principal amount of its 5.750% senior notes due 2025 (the “2025 Notes”) with a portion of the net proceeds from Clearway Operating’s concurrent offering of $925 million in aggregate principal amount of senior notes due 2031 (the “New Notes”), which was also announced today by Clearway Operating. The tender offer is being made pursuant to an offer to purchase, related letter of transmittal and notice of guaranteed delivery, each dated as of March 2, 2021. The tender offer will expire at 5:00 p.m., New York City time, on March 8, 2021 (as such time and date may be extended, the “expiration time”). Tendered 2025 Notes may be withdrawn at any time before the expiration time.
Under the terms of the tender offer, holders of the 2025 Notes that are validly tendered and accepted at or prior to the expiration time, or holders who deliver to the depositary and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such 2025 Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,059.58 per $1,000 principal amount of 2025 Notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected to be March 9, 2021, subject to satisfaction of the Financing Condition described below.
The tender offer is contingent upon the satisfaction of certain conditions, including the condition that Clearway Operating shall have raised at least $925 million in gross proceeds from the offering of the New Notes on or prior to the settlement date (the “Financing Condition”). The tender offer is not conditioned on any minimum amount of 2025 Notes being tendered. Clearway Operating may amend, extend or terminate the tender offer in its sole discretion. Concurrently with the launch of the tender offer, Clearway Operating is exercising its right to optionally redeem, on March 17, 2021, any 2025 Notes not validly tendered and purchased in the tender offer at a price equal to 100% of the principal amount of the 2025 Notes redeemed, plus the greater of (1) 1.0% of the principal amount of the 2025 Notes to be redeemed or (2) the excess (if any) of (a) the present value at the redemption date of (i) 102.875% plus (ii) all required interest payments due on the 2025 Notes to be redeemed through October 15, 2021 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate (as defined in the indenture governing the 2025 Notes (the “Indenture”)) as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date, pursuant to the terms of the Indenture, conditioned upon and subject to satisfaction of the Financing Condition.
Clearway Energy Registered (C) Aktie jetzt über den Testsieger (Finanztest 11/2020) handeln, ab 0 € auf Smartbroker.de