Clearway Energy Agrees To Pay About $119 Million For Three Utah Battery Projects From Sponsor Affiliate
The 8-K covers about 210 megawatts of storage in Beaver and Iron counties, with closing expected in the fourth quarter of 2027.
A subsidiary of Clearway Energy agreed on October 1 to pay a base price of about $119 million in cash for three Utah battery storage projects, according to an 8-K filed Wednesday. The seller is an affiliate of Clearway Energy Group.
What the 8-K says
Honeycomb 2 Purchaser LLC, the Clearway Energy subsidiary, signed a Membership Interest Purchase Agreement with Honeycomb 2 CE Seller LLC, an affiliate of Clearway Energy Group LLC. Under it, the buyer gets membership interests in Honeycomb 2 TargetCo LLC, which will indirectly own three project companies: Escalante BESS II, Escalante BESS III and Granite Mountain BESS West.
The project companies own and are developing three battery energy storage facilities, plus related infrastructure, in Beaver County and Iron County, Utah. Their combined capacity is about 210 megawatts.
The $119 million is a base price. It is subject to adjustments from a financial model designed to achieve certain minimum economic thresholds, so the final cost may differ.
The agreement carries customary representations, warranties and covenants. Buyer and seller must also indemnify each other, subject to limits, for matters such as breached representations and warranties, broken covenants and certain third-party claims.
Who owns what at closing
When the deal closes, the Clearway Energy subsidiary will own 100% of the target company's class A units. Clearway Renew LLC, a wholly owned subsidiary of Clearway Energy Group and parent of the seller, will own 100% of the class C units.
The buyer and seller sit in the same corporate family, so the sponsor's affiliate is on the other side of the table. The filing does not describe how the price was set beyond the financial model.
The exhibit, the purchase agreement itself, has schedules omitted and portions redacted. The company says the redacted information is not material and would likely cause it competitive harm if disclosed.
What to watch
Closing is expected in the fourth quarter of 2027, subject to customary conditions and certain third-party actions. Those conditions can be satisfied or waived.
At Wednesday's close, Clearway Energy shares were at $30.29, down 1.43%, according to market data. The filing does not tie the share move to the deal.
The filing gives one date to track: a closing targeted for the fourth quarter of 2027, with the model-based price adjustment setting the final cost.
Sources
- 8-K Filing — Clearway Energy, Inc. (CWEN) — SEC EDGAR
