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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 3, 2021


Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of




(Commission File Number)



(IRS Employer Identification No.)


300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)


(609) 608-1525

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.01 CWEN.A New York Stock Exchange
Class C Common Stock, par value $0.01 CWEN New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company     ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







  Item 2.01 Completion of Acquisition or Disposition of Assets.


On February 3, 2021, Clearway AC Solar Holdings LLC, a subsidiary of Clearway Energy, Inc. (the “Company”), completed the previously announced acquisition from NRG Solar Sunrise LLC, a subsidiary of NRG Energy, Inc., of 100% of the membership interests in Agua Caliente Borrower 1 LLC, which owns 35% of the membership interests in AC Solar Holdings LLC (“AC Solar Holdings”), a 290 megawatt utility-scale solar project located in Dateland, Arizona, for a purchase price of $202 million (the “Transaction”). Following the closing of the Transaction, the Company owns 51% of the membership interests in AC Solar Holdings.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Clearway Energy, Inc.
  By:   /s/ Kevin P. Malcarney
    Kevin P. Malcarney
    General Counsel and Corporate Secretary



Date:  February 3, 2021