v3.24.3
Long-term Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-term Debt Long-term Debt
This note should be read in conjunction with the complete description under Item 15 — Note 10, Long-term Debt, to the consolidated financial statements included in the Company’s 2023 Form 10-K. The Company’s borrowings, including short-term and long-term portions, consisted of the following:
(In millions, except rates)September 30, 2024December 31, 2023
September 30, 2024 interest rate % (a)
Letters of Credit Outstanding at September 30, 2024
2028 Senior Notes$850 $850 4.750 
2031 Senior Notes925 925 3.750 
2032 Senior Notes350 350 3.750 
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2028 (b)
— — 
S+1.500
$108 
Non-recourse facility-level debt:
Agua Caliente Solar LLC, due 2037591 612 
2.395-3.633
14 
Alta Wind Asset Management LLC, due 203110 11 
S+2.775
— 
Alta Wind I-V lease financing arrangements, due 2034 and 2035629 660 
5.696-7.015
67 
Alta Wind Realty Investments LLC, due 203118 20 7.000 — 
Borrego, due 2024 and 203846 48 Various4 
Broken Bow, due 203138 41 
S+2.350
6 
Buckthorn Solar, due 2025113 116 
S+2.100
21 
Carlsbad Energy Holdings LLC, due 202776 93 
S+1.900
68 
Carlsbad Energy Holdings LLC, due 2038407 407 4.120 — 
Carlsbad Holdco, LLC, due 2038195 195 4.210 6 
Cedar Creek, due 2029109 — 
S+1.625
19 
Cedro Hill, due 2024 and 2029186 165 
S+1.250-1.375
— 
Crofton Bluffs, due 203125 27 
S+2.350
3 
CVSR, due 2037573 601 
2.339-3.775
12 
CVSR Holdco Notes, due 2037143 152 4.680 — 
Daggett 2, due 2028155 156 
S+1.762
32 
Daggett 3, due 2028217 217 
S+1.762
44 
DG-CS Master Borrower LLC, due 2040356 385 3.510 30 
Mililani Class B Member Holdco LLC, due 202890 92 
S+1.600
18 
Natural Gas Holdco LC Facility, due 2027— — 
S+1.750
107 
NIMH Solar, due 2031 and 2033130 148 
S+2.000-2.125
17 
Oahu Solar Holdings LLC, due 202679 81 
S+1.525
10 
Rosie Class B LLC, due 2029192 347 
S+1.750
31 
Texas Solar Nova 1, due 2028 (c)
— 102 — 
TSN1 Class B Member LLC, due 2029 (c)
179 — 
S+1.750
54 
Utah Solar Holdings, due 2036238 242 3.590 161 
Viento Funding II, LLC, due 2029 164 175 
S+1.475
29 
Victory Pass and Arica, due 2024— 757 — 
Other 115 124 Various76 
Subtotal non-recourse facility-level debt5,074 5,974 
Total debt7,199 8,099 
Less current maturities(412)(558)
Less net debt issuance costs(57)(65)
Add premiums (d)
2 3 
Total long-term debt$6,732 $7,479 
(a) As of September 30, 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) 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. As of September 30, 2024, the Company was in compliance with all of the required covenants.
The discussion below describes material changes to or additions of long-term debt for the nine months ended September 30, 2024.
Facility-level Debt
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 term loan bears interest at a rate of SOFR plus 1.625% per annum and matures on September 28, 2033. 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 Company’s merchant conventional facilities. 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 13, 2024, when the Rosamond Central BESS facility reached substantial completion, the Company paid $279 million to Clearway Renew as additional purchase price to complete its acquisition of the facility, which occurred on December 1, 2023. The Company’s entire additional purchase price was recorded as an adjustment to CEG’s noncontrolling interest balance. The additional purchase price consisted of $64 million that was funded by the Company from existing sources of liquidity and $215 million funded through contributions from the cash equity investor in Rosie TargetCo LLC and the tax equity investor in Rosie TE Holdco LLC. Clearway Renew utilized the proceeds to repay the balance of $184 million on the loan previously issued to its consolidated subsidiary by Rosie Class B LLC and to redeem Rosie Class B LLC’s entire equity investment in Rosie Central BESS of $28 million, as further discussed in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. The Company utilized 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 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.
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 May 1, 2024, when the Victory Pass and Arica solar and BESS facilities reached substantial completion, the Company paid $165 million to Clearway Renew as additional purchase price, in connection with the Company’s acquisition of the Class A membership interests in VP-Arica TargetCo LLC on October 31, 2023, which was funded with existing sources of liquidity. The Company’s entire additional purchase price was recorded as an adjustment to CEG’s noncontrolling interest balance. Also on May 1, 2024, 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. Prior to the repayment of the tax equity bridge loan, the Company borrowed an additional $62 million in 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 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 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 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.