Clearway Energy, Inc.CWEN
Clearway Energy, Inc. Debt Disclosure
Long-term Debt
The Company’s borrowings, including short-term and long-term portions, consisted of the following:
| December 31, 2024 | December 31, 2023 | Interest rate % (a)(b) | Letters of Credit Outstanding at December 31, 2024 | ||||||||||||||||||||
| (In millions, except rates) | |||||||||||||||||||||||
| 2028 Senior Notes | $ | 850 | $ | 850 | 4.750 | ||||||||||||||||||
| 2031 Senior Notes | 925 | 925 | 3.750 | ||||||||||||||||||||
| 2032 Senior Notes | 350 | 350 | 3.750 | ||||||||||||||||||||
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b) | — | — | S+1.500 | $ | 103 | ||||||||||||||||||
| Non-recourse facility level debt: | |||||||||||||||||||||||
| Agua Caliente Solar LLC, due 2037 | 574 | 612 | 2.395-3.633 | 14 | |||||||||||||||||||
| Alta Wind Asset Management LLC, due 2031 | 10 | 11 | S+2.775 | — | |||||||||||||||||||
| Alta Wind I-V lease financing arrangements, due 2034 and 2035 | 609 | 660 | 5.696-7.015 | 67 | |||||||||||||||||||
| Alta Wind Realty Investments LLC, due 2031 | 18 | 20 | 7.000 | — | |||||||||||||||||||
| Borrego, due 2038 | 45 | 48 | 5.650 | 4 | |||||||||||||||||||
Broken Bow, due 2031 (d) | — | 41 | — | ||||||||||||||||||||
| Buckthorn Solar, due 2025 | 112 | 116 | S+2.100 | 20 | |||||||||||||||||||
Capistrano Portfolio Holdco LLC, due 2033 (d) | 118 | — | S+1.625 | 42 | |||||||||||||||||||
| Carlsbad Energy Holdings LLC, due 2027 | 70 | 93 | S+1.900 | 63 | |||||||||||||||||||
| Carlsbad Energy Holdings LLC, due 2038 | 407 | 407 | 4.120 | — | |||||||||||||||||||
| Carlsbad Holdco, LLC, due 2038 | 193 | 195 | 4.210 | 5 | |||||||||||||||||||
| Cedar Creek, due 2029 | 108 | — | S+1.625 | 19 | |||||||||||||||||||
| Cedro Hill, due 2029 | 99 | 165 | S+1.750 | 3 | |||||||||||||||||||
Crofton Bluffs, due 2031 (d) | — | 27 | — | ||||||||||||||||||||
| CVSR, due 2037 | 573 | 601 | 2.339-3.775 | — | |||||||||||||||||||
| CVSR Holdco Notes, due 2037 | 143 | 152 | 4.680 | 12 | |||||||||||||||||||
| Daggett 2, due 2028 | 155 | 156 | S+1.762 | 32 | |||||||||||||||||||
| Daggett 3, due 2028 | 217 | 217 | S+1.762 | 44 | |||||||||||||||||||
| Dan’s Mountain, due 2025 | 143 | — | S+1.250 | 5 | |||||||||||||||||||
| DG-CS Master Borrower LLC, due 2040 | 356 | 385 | 3.510 | 30 | |||||||||||||||||||
| Mililani Class B Member Holdco LLC, due 2028 | 90 | 92 | S+1.600 | 18 | |||||||||||||||||||
| Natural Gas Holdco LC Facility, due 2027 | — | — | S+1.750 | 105 | |||||||||||||||||||
| NIMH Solar, due 2031 and 2033 | 126 | 148 | S+2.000-2.125 | 11 | |||||||||||||||||||
| Oahu Solar Holdings LLC, due 2026 | 78 | 81 | S+1.775 | 10 | |||||||||||||||||||
| Rosie Class B LLC, due 2029 | 191 | 347 | S+1.750 | 28 | |||||||||||||||||||
Texas Solar Nova 1, due 2028 (c) | — | 102 | — | ||||||||||||||||||||
TSN1 Class B Member LLC, due 2029 (c) | 176 | — | S+1.750 | 52 | |||||||||||||||||||
| Utah Solar Holdings, due 2036 | 228 | 242 | 3.590 | 154 | |||||||||||||||||||
| Viento Funding II, LLC, due 2029 | 160 | 175 | S+1.475 | 29 | |||||||||||||||||||
| Victory Pass and Arica, due 2024 | — | 757 | — | ||||||||||||||||||||
| Other | 111 | 124 | Various | 49 | |||||||||||||||||||
| Subtotal non-recourse facility-level debt | 5,110 | 5,974 | |||||||||||||||||||||
| Total debt | 7,235 | 8,099 | |||||||||||||||||||||
| Less current maturities | (430) | (558) | |||||||||||||||||||||
| Less net debt issuance costs | (57) | (65) | |||||||||||||||||||||
Add premiums (e) | 2 | 3 | |||||||||||||||||||||
| Total long-term debt | $ | 6,750 | $ | 7,479 | |||||||||||||||||||
(a) As of December 31, 2024, S+ equals SOFR plus x%.
(b) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement, and only applies to outstanding borrowings.
(c) On March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the facility-level debt of Texas Solar Nova 1 and Texas Solar Nova 2 as a combined term loan under TSN1 Class B Member LLC.
(d) On October 23, 2024, the outstanding debt of Broken Bow and Crofton Bluffs was paid off utilizing the proceeds from the Capistrano Portfolio Holdco LLC term loan that was issued on the same day.
(e) Premiums relate to the 2028 Senior Notes.
The financing arrangements listed above contain certain covenants, including financial covenants that the Company is required to be in compliance with during the term of the respective arrangement. Under the facility-level financing arrangements, each facility is permitted to pay distributions out of available cash as long as certain conditions are satisfied, including that no default under the applicable arrangements has occurred and that each facility is otherwise in compliance with all relevant conditions under the financing agreements, including meeting required financial ratios, where applicable. The Company’s facility-level financing arrangements are non-recourse to the Company, thus, each facility pledges its underlying assets as collateral, and if a facility is in default of its financing arrangement, then the related lender could demand repayment of the facility or enforce their security interests with respect to the pledged collateral.
As of December 31, 2024, the Company was in compliance with all of the required covenants.
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility
On March 15, 2023, Clearway Energy Operating LLC refinanced the Amended and Restated Credit Agreement, which (i) replaced LIBOR with SOFR plus a credit spread adjustment of 0.10% as the applicable reference rate, (ii) increased the available revolving commitments to an aggregate principal amount of $700 million, (iii) extended the maturity date to March 15, 2028, (iv) increased the letter of credit sublimit to $594 million and (v) implemented certain other technical modifications.
Facility-level Debt
Cedro Hill Repowering
On December 12, 2023, the Company entered into a financing agreement for non-recourse debt for a total commitment of $254 million, which consists of construction loans, a tax equity bridge loan and a cash equity bridge loan, related to the repowering of the Cedro Hill wind facility. The Company’s initial borrowing of $165 million was utilized to repay the $72 million of outstanding principal under the original financing agreement, to pay $55 million to Clearway Renew for the future delivery of equipment, which was included in other non-current assets on the Company’s consolidated balance sheet, to pay $27 million to a third party for the future delivery of equipment, which was included in other non-current assets on the Company’s consolidated balance sheet, to pay a $4 million development services fee to Clearway Renew, to pay for $4 million in debt issuance costs that were deferred and to pay for $3 million in capital expenditures. During 2024, the $82 million of equipment was delivered, and therefore, is now included in property, plant and equipment, net on the Company’s consolidated balance sheet as of December 31, 2024.
On December 27, 2024, when the repowering of the Cedro Hill wind facility reached substantial completion, tax equity investors contributed $152 million to acquire the Class A membership interests in Cedro Hill TE Holdco LLC, a tax equity fund that owns the Cedro Hill wind facility, as further described in Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities. The tax equity proceeds were utilized, along with $54 million in construction loan proceeds, to repay the $138 million tax equity bridge loan, the $16 million cash equity bridge loan, to fund $38 million in construction completion and related reserves, which is included in restricted cash on the Company’s consolidated balance sheet, to pay $11 million in construction invoices and to pay $4 million in associated fees with the remaining $26 million distributed to CEG. Also at substantial completion, the outstanding construction loans were converted to a term loan in the amount of $99 million. Under the new financing agreement, the Company borrowed $88 million during 2024.
Dan’s Mountain
On November 18, 2024, as part of the acquisition of Dan’s Mountain, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $77 million cash equity bridge loan and a $49 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. A partial payment of $7 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG. The tax equity bridge loan and the remaining cash equity bridge loan will be repaid with the final proceeds received from the tax equity investor and the Company’s additional purchase price upon Dan’s Mountain reaching substantial completion, which is expected to occur in the first half of 2025, along with the $18 million that was contributed into escrow by the tax equity investor at acquisition date, which is included in restricted cash on the Company’s consolidated balance sheet. Subsequent to the acquisition, the Company borrowed an additional $24 million in tax equity bridge loans.
Capistrano Portfolio Holdco LLC
On October 23, 2024, the Company, through its indirect subsidiary, Capistrano Portfolio Holdco LLC, entered into a financing agreement, which included the issuance of a $121 million term loan, as well as $42 million in letters of credit in support of debt service and facility obligations, supported by the Company’s interests in the Broken Bow, Crofton Bluffs, Mountain Wind 1 and Mountain Wind 2 wind facilities. The Company utilized the proceeds from the term loan to pay off the existing debt in the amount of $63 million related to Broken Bow and Crofton Bluffs and to pay related financing costs.
Natural Gas Holdco LC Facility
On July 25, 2024, the Company, through its indirect subsidiary, Natural Gas Holdco, entered into a financing agreement that provides for a $200 million letter of credit facility, which is being utilized to support the collateral needs of the merchant facilities in the Flexible Generation segment. The letter of credit facility has an initial term of three years and the option for two additional one-year extensions.
Rosamond Central (Rosie Class B LLC)
On June 30, 2023, Rosie Class B LLC, the indirect owner of the Rosamond Central solar facility, amended its financing agreement to provide for (i) a refinanced term loan in the amount of $77 million, (ii) construction loans up to $115 million, (iii) tax equity bridge loans up to $188 million, (iv) an increase to the letter of credit sublimit to $41 million and (v) an extension of the maturity date of the term loan and construction loans to June 13, 2029.
On July 3, 2023, Rosie Class B LLC issued a loan to Clearway Renew, utilizing a portion of the loan proceeds under the amended financing agreement, in order to finance the construction of the BESS facility. On December 1, 2023, the Rosamond Central solar facility acquired the BESS facility from Clearway Renew for initial cash consideration of $70 million, as further discussed in Note 3, Acquisitions, and Clearway Renew utilized the funds to partially repay the loan.
On June 13, 2024, when the Rosamond Central BESS facility reached substantial completion, Clearway Renew repaid the $184 million outstanding loan balance owed to Rosie Class B LLC utilizing the additional purchase price of $279 million paid by the Company, as further described in Note 3, Acquisitions. The Company utilized the proceeds from Clearway Renew, along with $39 million held previously in escrow and $56 million of the Company’s additional purchase price that was contributed back to the Company by CEG, to repay the $186 million tax equity bridge loan, to distribute $44 million to the cash equity investor, to fund $21 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $11 million in associated fees. Additionally, on June 13, 2024, the outstanding construction loans were converted to a term loan in the amount of $115 million. Under the amended financing agreement, the Company borrowed $271 million during 2023 and $30 million during 2024.
NIMH Solar
On June 11, 2024, the Company, through its indirect subsidiary, NIMH Solar LLC, refinanced its amended and restated credit agreement, which was scheduled to mature in September 2024, resulting in the issuance of a $137 million term loan facility, as well as $17 million in letters of credit in support of debt service and facility obligations. The obligations under the new financing arrangement are supported by the Company’s interests in the Alpine, Blythe and Roadrunner solar facilities. The Company utilized the proceeds from the term loan and existing sources of liquidity to pay off the existing debt in the amount of $146 million.
Victory Pass and Arica
On October 31, 2023, as part of the acquisition of Victory Pass and Arica, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $483 million cash equity bridge loan and a $385 million tax equity bridge loan, offset by $4 million in unamortized debt issuance costs. A partial payment of $133 million was made on the cash equity bridge loan at acquisition date utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG, and the contribution from the cash equity investor.
On May 1, 2024, when the facilities reached substantial completion, the Company paid $165 million to Clearway Renew as additional purchase price, as further described in Note 3, Acquisitions, the cash equity investor contributed an additional $347 million, the tax equity investor contributed an additional $410 million and CEG contributed $52 million, which were utilized, along with $103 million held previously in escrow, to repay the $351 million cash equity bridge loan, to repay the $468 million tax equity bridge loan, to fund $75 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $18 million in associated fees. Subsequent to the acquisition, the Company borrowed an additional $22 million during 2023 and $62 million during 2024.
Cedar Creek
On April 16, 2024, as part of the acquisition of Cedar Creek, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $112 million construction loan, a $91 million cash equity bridge loan and a $109 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $108 million, which was utilized, along with the Company’s entire purchase price that was contributed back to the Company by CEG, to repay the tax equity bridge loan, to repay the cash equity bridge loan, to partially repay $2 million in construction loans, to fund $16 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $6 million in associated fees. Also at acquisition date, the outstanding construction loans were converted to a term loan in the amount of $110 million.
Texas Solar Nova 1 and Texas Solar Nova 2
On December 28, 2023, as part of the acquisition of Texas Solar Nova 1, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $90 million construction loan, $109 million cash equity bridge loan and $151 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $148 million, which was utilized, along with the Company’s entire purchase price that was contributed back to the Company by CEG and the proceeds from the cash equity investor, to repay the $109 million cash equity bridge loan, to repay the $151 million tax equity bridge loan, to fund $18 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $5 million in associated fees with the remaining $9 million distributed back to CEG. Also at acquisition date, the $90 million construction loan was converted into a term loan in the amount of $102 million, which includes an additional borrowing of $12 million.
On March 15, 2024, as part of the acquisition of Texas Solar Nova 2, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included an $80 million term loan and a $115 million tax equity bridge loan, offset by $1 million in unamortized debt issuance costs. At acquisition date, the tax equity investor contributed $130 million, which was utilized, along with $9 million of the Company’s purchase price that was contributed back to the Company by CEG, to repay the $115 million tax equity bridge loan, to fund $19 million in construction completion reserves, which is included in restricted cash on the Company’s consolidated balance sheet, and to pay $4 million in associated fees.
Additionally, on March 15, 2024, Texas Solar Nova 1’s financing agreement was amended to merge the Texas Solar Nova 1 and Texas Solar Nova 2 term loans as a combined term loan under TSN1 Class B Member LLC.
Daggett 2
On August 30, 2023, as part of the acquisition of Daggett 2, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $107 million construction loan and a $204 million tax equity bridge loan, offset by $3 million in unamortized debt issuance costs. On December 22, 2023, when the facility reached substantial completion, the tax equity investor contributed an additional $202 million, which was utilized, along with the $120 million in escrow and $10 million in construction loan proceeds, to repay the $204 million tax equity bridge loan, to fund $36 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $1 million in associated fees with the remaining $91 million distributed to CEG. Subsequent to the acquisition, the Company borrowed an additional $49 million in construction loans and the total outstanding construction loans were converted to a term loan in the amount of $156 million on December 22, 2023.
Daggett 3
On February 17, 2023, as part of the acquisition of Daggett 3, as further described in Note 3, Acquisitions, the Company assumed the facility’s financing agreement, which included a $181 million construction loan, a $229 million tax equity bridge loan and a $75 million cash equity bridge loan, offset by $5 million in unamortized debt issuance costs. The cash equity bridge loan was repaid at acquisition date, along with $8 million in associated fees, utilizing all of the proceeds from the Company, which were contributed back to the Company by CEG, and the contribution from the cash equity investor. On December 1, 2023, when the facility reached substantial completion, the tax equity investor contributed an additional $252 million, which was utilized along with the $69 million in escrow, to repay the $229 million tax equity bridge loan, to fund $40 million in construction completion reserves, which was included in restricted cash on the Company’s consolidated balance sheet, and to pay $7 million in associated fees with the remaining $45 million distributed to CEG. Subsequent to the acquisition, the Company borrowed an additional $36 million in construction loans and the total outstanding construction loans were converted to a term loan in the amount of $217 million on December 1, 2023.
Interest Rate Swaps — Facility Financings
Many of the Company’s subsidiaries entered into interest rate swaps, intended to hedge the risks associated with interest rates on non-recourse facility level debt. These swaps amortize in proportion to their respective loans and are floating for a fixed rate where the subsidiary pays its counterparty the equivalent of a fixed interest payment on a predetermined notional amount and will receive quarterly the equivalent of a floating interest payment based on the same notional amount. All interest rate swap payments by the subsidiary and its counterparty are made quarterly and the SOFR is determined in advance of each interest period.
The following table summarizes the swaps, some of which are forward starting as indicated, related to the Company’s facility level debt:
| % of Principal | Fixed Interest Rate | Floating Interest Rate | Notional Amount at December 31, 2024 (In millions) | Effective Date | Maturity Date | |||||||||||||||||||||||||||||||||
| Avra Valley | 85 | % | 2.20 | % | SOFR | $ | 26 | March 31, 2023 | January 31, 2031 | |||||||||||||||||||||||||||||
| Alta Wind Asset Management | 100 | % | 2.22 | % | SOFR | 10 | May 22, 2013 | May 15, 2031 | ||||||||||||||||||||||||||||||
| Buckthorn Solar | 80 | % | Various | SOFR | 90 | February 28, 2018 | December 31, 2041 | |||||||||||||||||||||||||||||||
| Capistrano Portfolio Holdco | 100 | % | Various | SOFR | 118 | October 23, 2024 | September 28, 2033 | |||||||||||||||||||||||||||||||
| Carlsbad Energy Holdings | 100 | % | Various | SOFR | 70 | Various | September 30, 2027 | |||||||||||||||||||||||||||||||
| Cedar Creek | 100 | % | 3.02 | % | SOFR | 108 | April 30, 2024 | March 31, 2049 | ||||||||||||||||||||||||||||||
| Cedro Hill | 85 | % | Various | SOFR | 84 | Various | September 30, 2044 | |||||||||||||||||||||||||||||||
| Daggett 2 | 89 | % | Various | SOFR | 137 | March 29, 2024 | March 31, 2043 | |||||||||||||||||||||||||||||||
| Daggett 3 | 85 | % | Various | SOFR | 184 | Various | September 30, 2043 | |||||||||||||||||||||||||||||||
| Dan’s Mountain | 93 | % | 4.97 | % | SOFR | 133 | March 29, 2024 | February 28, 2025 | ||||||||||||||||||||||||||||||
| Kansas South | 75 | % | 1.93 | % | SOFR | 11 | June 28, 2013 | December 31, 2030 | ||||||||||||||||||||||||||||||
| Mililani Class B | 97 | % | Various | SOFR | 87 | Various | Various | |||||||||||||||||||||||||||||||
| NIMH Solar | 100 | % | 3.25 | % | SOFR | 126 | June 11, 2024 | January 31, 2033 | ||||||||||||||||||||||||||||||
| Oahu Solar | 96 | % | 2.47 | % | SOFR | 75 | November 30, 2019 | October 31, 2040 | ||||||||||||||||||||||||||||||
| Rosie Class B | 94 | % | Various | SOFR | 179 | Various | Various | |||||||||||||||||||||||||||||||
| South Trent | 90 | % | Various | SOFR | 18 | Various | June 30, 2028 | |||||||||||||||||||||||||||||||
| TSN1 Class B | 96 | % | Various | SOFR | 169 | March 29, 2024 | September 30, 2043 | |||||||||||||||||||||||||||||||
| Viento Funding II | 90 | % | 2.53 | % | SOFR | 144 | Various | December 31, 2032 | ||||||||||||||||||||||||||||||
| Total | $ | 1,769 | ||||||||||||||||||||||||||||||||||||
Annual Maturities
Annual payments based on the maturities of the Company’s debt, for the years ending after December 31, 2024, are as follows:
| (In millions) | |||||
2025 (a) | $ | 555 | |||
| 2026 | 393 | ||||
| 2027 | 333 | ||||
2028 | 1,626 | ||||
2029 | 821 | ||||
| Thereafter | 3,507 | ||||
| Total | $ | 7,235 | |||
(a) At December 31, 2024, amount includes $125 million of construction-related financings recorded in long-term debt on the Company’s consolidated balance sheet that is being funded through long-term equity contributions.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Feb 25, 2025 | Showing above |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.