- Global Infrastructure Partners (GIP)
Has Become NRG Yield’s Controlling Stockholder
- GIP Also Acquired NRG’s Renewables
Platform
- In Connection with the Transaction, NRG
Yield will Change its Name to Clearway Energy, Inc. and has
Appointed Several New Directors and Officers
- The Company and GIP will Hold a
Conference Call and Webcast at 8 a.m. Eastern Standard Time
Tuesday, September 11, 2018
NRG Yield, Inc. (NYSE:NYLD, NYLD.A) (the “Company”) today
announced that Global Infrastructure Partners (“GIP”), a leading
global, independent infrastructure investor, has completed its
acquisition (the “Transaction”) of NRG Energy, Inc.’s (NYSE:NRG)
entire ownership interest in the Company, as well as NRG’s
renewable development and operations platform. GIP provides the
Company with a leading sponsor with substantial financial resources
to accelerate development of the next generation of drop down
projects. GIP has deep experience in the energy and power sectors
and the Company believes that GIP has a unique ability to enhance
the Company’s long-term growth opportunities and access to capital.
Furthermore, GIP’s demonstrated commitment to the expansion of
renewables aligns its economic interests with those of the
Company’s public shareholders.
“Clearway Energy’s outlook could not be brighter as the new
sponsorship with GIP provides the Company proven operational,
development, and investment expertise to lead us through the next
stage of our growth objectives,” said Christopher Sotos, Clearway
Energy’s President and Chief Executive Officer.
Jonathan Bram, Founding Partner of GIP and Chairman of the Board
of Clearway Energy said: “We are excited to close the acquisition
of NRG’s integrated renewables platform, which includes the
controlling interest in Clearway Energy, Inc. as well as a highly
capable renewable development and operating platform. With
strong alignment and excellent management across the platform, we
believe Clearway is well-positioned for long-term growth and
success.”
Transaction Updates
In connection with the closing of the Transaction, the following
changes have occurred:
Corporate Name Change
The Company has announced that it will change its name from NRG
Yield, Inc. to Clearway Energy, Inc., effective today, August 31,
2018. Beginning on September 17, 2018, the Company will begin
trading under the new name and ticker symbols CWEN and CWEN.A for
its Class C and Class A common stock, respectively, on The New York
Stock Exchange. The new CUSIPs for the Company’s Class C and Class
A common stock will be 18539C 204 and 18539C 105, respectively.
Board of Director and Management Changes
Board of Directors
The size of the board was increased to nine directors,
comprising five directors designated by GIP, three independent
directors and the Chief Executive Officer of the Company.
NRG-appointed directors Kirkland B. Andrews, John Chillemi and
Mauricio Gutierrez resigned from their positions as members of the
Board of the Company. The current Independent Directors, John
Chlebowski, Brian Ford and Ferrell McClean as well as the Company’s
Chief Executive Officer, Christopher Sotos, will remain in their
current positions. The five new directors of the Board appointed by
GIP are Jonathan Bram, Bruce MacLennan, E. Stanley O’Neal, Scott
Stanley and Nathaniel Anschuetz. In connection with these
appointments, Mr. Bram was elected Chairman of the Board.
Jonathan BramJonathan Bram is a Founding Partner of GIP and
serves on its Investment and Operating Committees. He leads GIP’s
Power industry investment team in North America. Prior to the
formation of GIP in 2006, Mr. Bram spent 15 years at Credit Suisse
as a Managing Director in the Investment Banking Division, where he
served as Co-Head of the Global Industrial and Services Group. From
2002 to 2004, he was Chief Operating Officer of the Investment
Banking Division and prior to that time he was co-head of corporate
finance for the 150 person U.S. Energy Group. Mr. Bram represented
the firm in raising more than $30 billion of debt and equity
capital for electric utilities and independent power generators
globally. These companies and projects included renewable power
facilities that utilized wind, solar, geothermal and hydroelectric
technologies. Mr. Bram holds an A.B. in Economics from Columbia
College. He is a member of the Board of Directors of Guacolda
Energia, S.A. and previously served on the board of Terra-Gen Power
as well as Channelview Cogeneration.
Bruce MacLennanBruce MacLennan is a Partner of GIP and serves on
its Investment and Operating Committees. He focuses on the energy
and electricity and renewables sectors and led GIP’s investment in
Competitive Power Ventures, a power generation development and
asset management company. Prior to joining GIP at its formation in
2006, Mr. MacLennan spent eight years at Credit Suisse, where he
most recently served as a Director in the Investment Banking
Division. Previously, he spent six years at Citibank and Citicorp
Securities in New York and Tokyo. Mr. MacLennan holds an A.B. from
Harvard University and an M.B.A. from the Wharton School of the
University of Pennsylvania. He is currently a member of the Board
of Directors of Competitive Power Ventures.
E. Stanley O’NealMr. O’Neal served as Chairman of the Board and
Chief Executive Officer of Merrill Lynch & Co., Inc. until
October 2007. He became Chief Executive Officer of Merrill Lynch in
2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was
employed with Merrill Lynch for 21 years, serving as President and
Chief Operating Officer from July 2001 to December 2002; President
of U.S. Private Client from February 2000 to July 2001; Chief
Financial Officer from 1998 to 2000 and Executive Vice President
and Co-head of Global Markets and Investment Banking from 1997 to
1998. Before joining Merrill Lynch, Mr. O’Neal was employed at
General Motors Corporation where he held a number of financial
positions of increasing responsibility. Currently, Mr. O’Neal is a
member of the Audit and Finance committees of Arconic Inc., an
aluminum manufacturing company and the former parent company of
Alcoa Inc. Mr. O’Neal is also a director of Platform Specialty
Products Corporation, a global, diversified producer of high
technology specialty chemical products and provider of technical
services. Mr. O’Neal was a director of General Motors Corporation
from 2001 to 2006, chairman of the board of Merrill Lynch &
Co., Inc. from 2003 to 2007, and a director of American Beacon
Advisors, Inc. (investment advisor registered with the Securities
and Exchange Commission) from 2009 to September 2012.
Scott StanleyScott Stanley has been employed by GIP since April
2007, and in August 2018 was appointed as an Operating Partner. Mr.
Stanley holds a B.S. in Ceramic Engineering from The Ohio State
University and has 39 years of experience in operational roles,
including prior assignments with GE, Honeywell, and United
Technologies. Working predominantly in the transport sector with
GIP, Mr. Stanley has held roles as Chief Operating Officer with
London City Airport, Gatwick Airport, and Pacific National and also
served on the Board of Directors at Edinburgh Airport.
Nathaniel AnschuetzNathaniel Anschuetz is a Vice President at
GIP. Prior to joining GIP in 2012, Mr. Anschuetz was an Analyst in
the Power & Utilities Coverage Group at Citigroup from June
2010 through June 2012. Mr. Anschuetz holds a B.A. in Economics and
Operations Research, and a concentration in Sustainable Development
from Columbia College.
Management
In connection with the completion of the Transaction, David
Callen resigned as Vice President and Chief Accounting Officer and
Mary-Lee Stillwell was appointed as Vice President and Chief
Accounting Officer.
Impact on Outstanding Debt of the Company
Convertible Notes
The consummation of the Transaction constituted a “Fundamental
Change” and “Make-Whole Fundamental Change” under each of (1) the
indenture governing the 3.25% convertible senior notes due 2020
(the “2020 Notes”) and (2) the indenture governing the 3.50%
convertible senior notes due 2019 (the “2019 Notes” and together
with the 2020 Notes, the “Convertible Notes”). As a result, holders
of the Convertible Notes have the right to require the Company to
purchase for cash all or any portion of their Convertible Notes on
a date to be specified by the Company (the “Fundamental Change
Purchase Date”) at a price equal to 100% of the principal amount of
the Convertible Notes to be purchased, plus accrued and unpaid
interest, if any, as set forth in the applicable indenture. In
addition, holders of the 2019 Notes have the right to convert all
or any portion of their 2019 Notes at any time on or prior to
January 30, 2019 for cash based on the then applicable conversion
rate (as may be adjusted under the indenture governing the 2019
Notes) in accordance with the indenture governing the 2019
Notes.
Holders of the 2020 Notes have the right to convert all or any
portion of their 2020 Notes at any time prior on or prior to the
business day immediately preceding the Fundamental Change Purchase
Date. Upon conversion of any 2020 Notes, the Company will pay or
deliver, as the case may be, to the converting holder, at the
Company’s election, cash, shares of the Company’s Class C common
stock or any combination of the foregoing based on the then
applicable conversion rate (as may be adjusted under the indenture
governing the 2020 Notes) in accordance with the indenture
governing the 2020 Notes.
Bridge Facility
In connection with the consummation of the Transaction, the
Company entered into a senior unsecured 364-Day Bridge Credit
Agreement with a group of lenders and Royal Bank of Canada as
administrative agent, as was previously arranged by GIP to manage a
change-of-control associated with the Company’s corporate debt. The
Bridge Credit Agreement provides that the Company may borrow up to
a maximum principal amount of $1.5 billion. Any loans under the
Bridge Credit Agreement will have to be prepaid with net cash
proceeds received in connection with certain debt issuances, equity
issuances and non-ordinary course asset sales.
Advisors
Barclays and J.P. Morgan Securities LLC acted as financial
advisors to the Independent Directors and Management of the
Company. Sullivan & Cromwell LLP acted as legal counsel to the
Independent Directors.
Bank of America Merrill Lynch and Credit Suisse acted as
financial advisors to GIP. Simpson Thacher & Bartlett LLP and
Akin Gump Strauss Hauer & Feld acted as legal counsel to
GIP.
Investor Call
Management and GIP will hold an investor conference call and
webcast at 8 a.m. Eastern Standard Time on Tuesday, September 11,
2018 to discuss this announcement as well as to provide an update
to the Company’s 2018 financial guidance and an outlook on 2019
financial expectations. A live webcast of the conference call,
including presentation materials, can be accessed through the
Company’s website at http://www.nrgyield.com and clicking on
“Presentations & Webcasts.” The webcast will be archived on the
website for those unable to listen in real time.
About the Company
Clearway Energy, Inc., formerly NRG Yield, Inc., owns a
diversified portfolio of contracted renewable and conventional
generation and thermal infrastructure assets in the United States,
including fossil fuel, solar and wind power generation facilities
that have the capacity to support more than two million American
homes and businesses. Our thermal infrastructure assets provide
steam, hot and/or chilled water, and in some instances electricity,
to commercial businesses, universities, hospitals and governmental
units in multiple locations.
About Global Infrastructure Partners
GIP is an independent infrastructure fund manager that invests
in infrastructure assets and businesses in both OECD and select
emerging market countries. GIP targets investments in single assets
and portfolios of assets and companies in power and utilities,
natural resources infrastructure, air transport infrastructure,
seaports and container terminals, rail infrastructure, water
distribution and treatment and waste management. GIP has offices in
New York and London, with an affiliate in Sydney and portfolio
company operations headquarters in Stamford, Connecticut. For more
information, visit www.global-infra.com.
Safe Harbor
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. 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,” “should,” “anticipate,” “forecast,”
“plan,” “guidance,” “believe” and similar terms. Such
forward-looking statements include, but are not limited to, the
Company’s future revenues, income, indebtedness, capital structure,
strategy, plans, expectations, objectives, projected financial
performance and/or business results and other future events, and
views of economic and market conditions.
Although the Company believes that the expectations are
reasonable, 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, general economic
conditions, hazards customary in the power industry, weather
conditions, including wind and solar performance, competition in
wholesale power markets, the volatility of energy and fuel prices,
failure of customers to perform under contracts, changes in the
wholesale power markets, changes in government regulations, the
condition of capital markets generally, our ability to access
capital markets, cyber terrorism and inadequate cybersecurity, the
ability to engage in successful mergers and acquisitions activity,
unanticipated outages at our generation facilities, adverse results
in current and future litigation, failure to identify, execute or
successfully implement acquisitions (including receipt of third
party consents and regulatory approvals), our ability to enter into
new contracts as existing contracts expire, our ability to acquire
assets from GIP or third parties, our ability to close drop down
transactions, and our ability to maintain and grow our quarterly
dividends.
The Company 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 Company
disclaims any current intention to update such guidance, except as
required by law. The foregoing review of factors that could cause
the Company’s actual results to differ materially from those
contemplated in the forward-looking statements included in this
press release should be considered in connection with information
regarding risks and uncertainties that may affect the Company’s
future results included in the Company’s filings with the
Securities and Exchange Commission at www.sec.gov.
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Media and Investor
Contact:investor.relations@nrgyield.com
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