United States

TotalEnergies Acquires 50% of Clearway, the 5th Largest U.S. Renewable Energy Player

Regulatory News:

TotalEnergies (Paris:TTE) (LSE:TTE) (NYSE:TTE) announces the signature of agreements with Global Infrastructure Partners (GIP) to acquire 50% of Clearway Energy Group (CEG), the 5^th US renewable energy player. This constitutes its largest acquisition in the renewable energy in the United States, one of the top 3 renewable markets in the world. With such transaction, TotalEnergies is further accelerating its growth in the renewable energy sector by partnering with GIP, a leading global infrastructure fund.

CEG is a developer of renewables projects and controls and owns 42 % of economic interest of its listed subsidiary, Clearway Energy Inc. (CWEN), into which projects are dropped when they reach commercial operation.

With this acquisition, TotalEnergies is establishing a major position in the U.S. renewable energy and storage market. Clearway has 7.7 GW¹ of wind and solar assets in operation through its listed subsidiary CWEN and has a 25 GW pipeline of renewable and storage projects, of which 15 GW are in an advanced stage of development. Headquartered in San Francisco, Clearway has approximately 760 employees.

In the frame of this transaction, GIP will receive $1.6 billion in cash and an interest of 50% minus one share in the TotalEnergies subsidiary that holds its 50.6% ownership in SunPower Corporation (NASDAQ: SPWR), leader in residential solar in the U.S. The transaction takes into account valuations of $35.1 per share for CWEN and $18 per share for SunPower.

As part of this partnership, TotalEnergies will contribute to enhance Clearway’s growth prospects by providing CWEN in the U.S. with access to its power trading capabilities and will give it priority on the farm down of its own developed projects.

The acquisition brings TotalEnergies' renewable portfolio in the U.S. to more than 25 GW and contributes to the objective that the United States account for at least 25% of the Company's global target of 100 GW by that time.

This transaction complements the portfolio that TotalEnergies has built up in the U.S. since the beginning of 2021:

• In large-scale solar, TotalEnergies is already developing 8 GW of projects following the acquisition of a projects portfolio from SunChase, its partnership with Hanwha Energy and the recent acquisition of Core Solar.
• In offshore wind, TotalEnergies will develop 4 GW of projects off the coast of New York and North Carolina, after having been successful in tenders.

Finally, TotalEnergies welcomes GIP as an equity partner in SunPower. SunPower is the second largest residential solar company in the U.S., providing customers with fully integrated solar, storage, home energy and financing solutions. TotalEnergies and GIP are well-positioned to support together SunPower management’s growth strategy.