Clearway Energy Operating LLC, a Subsidiary of Clearway Energy, Inc., Announces Pricing of Upsized Offering of $600 Million of Senior Notes

Rhea-AI Summary

Clearway Energy Operating LLC (NYSE: CWEN, CWEN.A) priced an upsized offering of $600 million aggregate principal amount of 5.750% senior notes due January 15, 2034 at 100% of face value.

The offering was increased from $500 million and is expected to close on January 13, 2026, subject to customary conditions. Net proceeds are intended to repay borrowings under the revolving credit facility, finance or refinance certain indebtedness, and to acquire eligible renewable generation and storage assets. The New Notes are senior unsecured obligations with guarantees from Clearway Energy LLC and specified subsidiaries and are being offered only to qualified institutional buyers under Rule 144A or outside the U.S. under Regulation S.

Positive

• Upsized offering to $600 million from $500 million
• Notes priced at 100% of face value
• Net proceeds allocated to repay revolver borrowings
• Proceeds available to acquire eligible renewable assets

Negative

• Creates $600 million additional senior unsecured indebtedness
• Notes carry a 5.750% coupon through 2034
• Offered only to qualified institutional buyers, limiting liquidity

Key Figures

Senior notes size $600 million Aggregate principal amount of 5.750% senior notes due 2034

Coupon rate 5.750% Interest rate on new senior notes

Prior deal size $500 million Previously announced offering size before upsizing to $600M

Maturity date January 15, 2034 Stated maturity of the new senior notes

Issue price 100% of face value Purchase price of the new senior notes

Expected closing January 13, 2026 Target closing date for the senior notes offering

Use of proceeds Debt repayment, corporate Repay revolver borrowings and general corporate purposes

Market Reality Check

$32.37 Last Close

Volume Volume 972,008 is slightly below the 20-day average of 1,022,325, suggesting no unusual trading ahead of this announcement. normal

Technical Shares at $32.37 are trading above the 200-day MA of $31.17, and about 12.25% below the 52-week high.

Peers on Argus

CWEN was down 4.82% while key renewable peers showed mixed moves: BEPC (-2.58%), ORA (-1.83%), ENLT (+0.86%), RNW (+0.74%), CEG (-4.29%). This points to a more stock-specific move rather than a uniform sector shift.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 04	Q3 2025 earnings	Positive	-0.0%	Stronger earnings and updated CAFD guidance with growth pipeline details.
Oct 14	Earnings date notice	Neutral	-0.9%	Announcement of timing and access details for Q3 2025 results call.
Oct 06	Solar assets deal	Positive	+6.7%	Agreement for 833MWdc operational solar portfolio sale involving CWEN as buyer.
Oct 06	Solar acquisition	Positive	+6.7%	Binding agreement to acquire 613 MWac solar portfolio with attractive CAFD yield.
Aug 06	ATM equity program	Negative	-4.4%	Launch of $100M at-the-market equity program for broad corporate uses.

Pattern Detected

Prior capital markets activity, including the $100M ATM equity program on Aug 6, 2025, was followed by a -4.4% move, indicating that offering-related news has previously coincided with negative price reactions.

Recent Company History

Over the last six months, CWEN reported solid Q3 2025 results with net income of $60M, adjusted EBITDA of $385M, and narrowed 2025 CAFD guidance to $420M–$440M, while outlining sizeable growth projects and a 613 MW solar acquisition. The company also launched a $100M ATM equity program for general corporate purposes. Today’s senior notes pricing fits into this pattern of using both equity and debt to fund acquisitions, refinance credit facilities, and support its renewable asset pipeline.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-06

CWEN has an effective S-3ASR shelf registration dated Aug 6, 2025, expiring Aug 6, 2028, with at least one recorded usage via a 424B5 filing. This provides flexibility to issue securities efficiently as part of its broader financing strategy.

Market Pulse Summary

This announcement details a $600M 5.750% senior notes issue maturing on Jan 15, 2034, upsized from $500M, to refinance revolver borrowings and support renewable and storage-focused investments. It follows a $100M ATM equity program and recent acquisition activity, highlighting an ongoing funding cycle. Investors may track leverage trends, deployment of proceeds into accretive projects, and remediation of the recently disclosed material weakness in internal controls when assessing long-term impact.

Key Terms

senior notes financial

"has priced its offering of $600 million in aggregate principal amount of 5.750% senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

senior unsecured obligations financial

"The New Notes will be senior unsecured obligations of Clearway Operating"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

revolving credit facility financial

"use the net proceeds from the offering to repay borrowings outstanding under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

Rule 144A regulatory

"offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

PRINCETON, N.J., Jan. 08, 2026 (GLOBE NEWSWIRE) -- Clearway Energy Operating LLC (“Clearway Operating”), a subsidiary of Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (“Clearway Energy”), has priced its offering of $600 million in aggregate principal amount of 5.750% senior notes due 2034 (the “New Notes”) at a purchase price of 100% of their face value. Clearway Operating increased the size of the offering to $600 million from the previously announced $500 million. The New Notes will be senior unsecured obligations of Clearway Operating and will be guaranteed by Clearway Energy LLC, Clearway Operating’s parent company, and by each of Clearway Operating’s wholly owned current and future subsidiaries that guarantees indebtedness under its credit agreement.

The New Notes will mature on January 15, 2034. The offering is expected to close on January 13, 2026, subject to customary conditions.

Clearway Operating intends to allocate an amount equal to the net proceeds from the offering of the New Notes to finance or refinance certain indebtedness, in part or in full, and acquire assets meeting certain renewable energy generation and storage eligibility criteria. Specifically, Clearway Operating intends to use the net proceeds from the offering to repay borrowings outstanding under its revolving credit facility and for general corporate purposes.

The New Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The New Notes and related guarantees have not been registered under the Securities Act or the applicable securities laws of any state or other jurisdiction and may not be offered, transferred or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. This notice is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell any security, including the New Notes, nor a solicitation for an offer to purchase any security, including the New Notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About Clearway Energy, Inc.

Clearway Energy, Inc. is one of the largest owners of clean energy generation assets in the US and is leading the transition to a world powered by clean energy. Our portfolio comprises approximately 12.7 GW of gross capacity in 27 states, including 9.9 GW of wind, solar, and energy storage and over 2.8 GW of dispatchable power generation providing critical grid reliability services. Through our diversified and primarily contracted clean energy portfolio, Clearway Energy endeavors to provide our investors with stable and growing dividend income. Clearway Energy, Inc.’s Class C and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by our controlling investor, Clearway Energy Group LLC.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms.

Although Clearway Energy believes that the expectations are reasonable at this time, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, its operations, its facilities and its financial results, risks and uncertainties related to the capital markets generally, whether Clearway Energy will consummate the offering, the anticipated terms of the New Notes and the anticipated use of proceeds.

Clearway Energy undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause Clearway Energy’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should be considered in connection with information regarding risks and uncertainties that may affect Clearway Energy’s future results included in Clearway Energy’s filings, or the filings of Clearway Energy LLC, with the Securities and Exchange Commission at www.sec.gov. In addition, Clearway Energy makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities and Exchange Commission.

Investors:
Akil Marsh, 609-608-1500
investor.relations@clearwayenergy.com

Media:
Zadie Oleksiw, 202-836-5754
media@clearwayenergy.com

FAQ

What did Clearway Energy (CWEN) announce on January 8, 2026?

Clearway Energy Operating priced an upsized offering of $600 million 5.750% senior notes due Jan 15, 2034.

When is the Clearway Energy (CWEN) notes offering expected to close?

The offering is expected to close on January 13, 2026, subject to customary conditions.

How does Clearway Energy (CWEN) intend to use the net proceeds from the $600M notes?

Net proceeds are intended to repay borrowings under the revolving credit facility and for general corporate purposes, including eligible renewable asset acquisitions.

What guarantees back the new Clearway Energy (CWEN) senior notes?

The New Notes are guaranteed by Clearway Energy LLC and each wholly owned current and future subsidiary that guarantees indebtedness under the credit agreement.

Who can purchase the Clearway Energy (CWEN) New Notes?

The New Notes are offered only to qualified institutional buyers under Rule 144A or to non-U.S. persons outside the United States under Regulation S.