v3.24.3
Investments Accounted for by the Equity Method and Variable Interest Entities
9 Months Ended
Sep. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments Accounted for by the Equity Method and Variable Interest Entities Investments Accounted for by the Equity Method and Variable Interest Entities
Entities that are not Consolidated
The Company has interests in entities that are considered VIEs under ASC 810, but for which it is not considered the primary beneficiary. The Company accounts for its interests in these entities and entities in which it has a significant investment under the equity method of accounting, as further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K.
The following table reflects the Company’s equity investments in unconsolidated affiliates as of September 30, 2024:
NameEconomic Interest
Investment Balance (a)
(In millions)
Avenal50%$8 
Desert Sunlight25%227 
Elkhorn Ridge66.7%9 
GenConn (b)
50%75 
San Juan Mesa75%3 
$322 
(a) The Company’s maximum exposure to loss is limited to its investment balances.
(b) GenConn is a VIE.
Rosie Central BESS
On June 13, 2024, when the Rosamond Central BESS facility reached substantial completion, Clearway Renew redeemed Rosie Class B LLC’s entire investment of $28 million in Rosie Central BESS that was accounted for as an equity method investment, as further discussed in Note 7, Long-term Debt. Rosie Class B LLC’s equity investment in Rosie Central BESS was comprised of contributions from the Company and the cash equity investor in Rosie TargetCo LLC during the year ended December 31, 2023.
Entities that are Consolidated
As further described under Item 15 — Note 5, Investments Accounted for by the Equity Method and Variable Interest Entities, to the consolidated financial statements included in the Company’s 2023 Form 10-K, the Company has a controlling financial interest in certain entities which have been identified as VIEs under ASC 810, Consolidations, or ASC 810. These arrangements are primarily related to tax equity arrangements entered into with third parties in order to monetize certain tax credits associated with wind, solar and BESS facilities. The Company also has a controlling financial interest in certain partnership arrangements with third-party investors, which also have been identified as VIEs. Under the Company’s arrangements that have been identified as VIEs, the third-party investors are allocated earnings, tax attributes and distributable cash in accordance with the respective limited liability company agreements. Many of these arrangements also provide a mechanism to facilitate achievement of the investor’s specified return by providing incremental cash distributions to the investor at a specified date if the specified return has not yet been achieved.
The following is a summary of significant activity during the nine months ended September 30, 2024 related to the Company’s consolidated VIEs:
Cedar Creek TE Holdco LLC
As described in Note 3, Acquisitions, on April 16, 2024, the Company, through its indirect subsidiary, Cedar Creek Wind Holdco LLC, acquired Cedar Creek Holdco LLC. Cedar Creek Holdco LLC consolidates as primary beneficiary, Cedar Creek TE Holdco LLC, a tax equity fund that owns the Cedar Creek wind facility. The Class A membership interests in Cedar Creek TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.
Lighthouse Renewable Holdco 2 LLC
As described in Note 3, Acquisitions, on March 15, 2024, TSN1 TE Holdco LLC, an indirect subsidiary of the Company, acquired Texas Solar Nova 2. The Company, through Lighthouse Renewable Holdco 2 LLC, a partnership, consolidates TSN1 TE Holdco LLC, a tax equity fund that owns Texas Solar Nova 1 and Texas Solar Nova 2. The Company recorded the noncontrolling interest of the cash equity investor in Lighthouse Renewable Holdco 2 LLC at historical carrying amount, with the offset to additional-paid in capital. The Class A membership interests in TSN1 TE Holdco LLC are held by a tax equity investor and are reflected as noncontrolling interest on the Company’s consolidated balance sheet.
Daggett Renewable Holdco LLC
Effective January 1, 2024, the Company and the cash equity investor in Daggett Renewable HoldCo LLC and Daggett 2 TargetCo LLC, the indirect owner of the Daggett 2 solar and BESS facility, agreed to transfer Daggett 2 TargetCo LLC to Daggett Renewable Holdco LLC. As the transfer was among entities under common control, the transaction was recognized at historical cost and no gain or loss was recognized.
Summarized financial information for the Company’s consolidated VIEs consisted of the following as of September 30, 2024:
(In millions)Buckthorn Holdings, LLCCedar Creek TE Holdco LLC
Daggett Renewable Holdco LLC (a)
DGPV Funds (b)
Lighthouse Renewable Holdco LLC (c)
Lighthouse Renewable Holdco 2 LLC (d)
Other current and non-current assets$5 $35 $220 $59 $61 $139 
Property, plant and equipment179 308 1,353 366 398 1,311 
Intangible assets— — — 1 — 2 
Total assets184 343 1,573 426 459 1,452 
Current and non-current liabilities12 119 648 50 136 547 
Total liabilities12 119 648 50 136 547 
Noncontrolling interest8 102 927 12 244 682 
Net assets less noncontrolling interest$164 $122 $(2)$364 $79 $223 
(a) Daggett Renewable Holdco LLC consolidates Daggett TE Holdco LLC and Daggett 2 TE Holdco LLC, which are consolidated VIEs.
(b) DGPV Funds is comprised of Clearway & EFS Distributed Solar LLC, Golden Puma Fund LLC, Renew Solar CS4 Fund LLC and Chestnut Fund LLC, which are all tax equity funds.
(c) Lighthouse Renewable Holdco LLC consolidates Black Rock TE Holdco LLC and Mililani TE Holdco LLC, which are consolidated VIEs.
(d) Lighthouse Renewable Holdco 2 LLC consolidates Mesquite Sky TE Holdco LLC, Mesquite Star Tax Equity Holdco LLC and TSN1 TE Holdco LLC, which are consolidated VIEs.
(In millions)Oahu Solar LLCRattlesnake TE Holdco LLC Rosie TargetCo LLC
VP-Arica TargetCo LLC (a)
Wildorado TE Holdco LLC
Other (b)
Other current and non-current assets$38 $14 $55 $69 $25 $44 
Property, plant and equipment151 168 535 996 182 332 
Intangible assets— — — 2 — 14 
Total assets189 182 590 1,067 207 390 
Current and non-current liabilities22 16 222 40 20 149 
Total liabilities22 16 222 40 20 149 
Noncontrolling interest21 77 281 345 86 141 
Net assets less noncontrolling interest$146 $89 $87 $682 $101 $100 
(a) VP-Arica TargetCo LLC consolidates VP-Arica TE Holdco LLC, a consolidated VIE that owns the Victory Pass and Arica solar and BESS facilities.
(b) Other is comprised of Elbow Creek TE Holdco LLC, Langford TE Partnership LLC, Pinnacle Repowering TE Holdco LLC and the Spring Canyon facilities.