Market Overview

NRG Yield Announces Completion of New Sponsorship with Global Infrastructure Partners

Share:
  • Global Infrastructure Partners (GIP) Has Become NRG Yield's
    Controlling Stockholder
  • GIP Also Acquired NRG's Renewables Platform
  • In Connection with the Transaction, NRG Yield will Change its Name
    to Clearway Energy, Inc. and has Appointed Several New Directors and
    Officers
  • The Company and GIP will Hold a Conference Call and Webcast at 8
    a.m. Eastern Standard Time Tuesday, September 11, 2018

NRG Yield, Inc. (NYSE:NYLD, NYLD.A)) (the "Company") today announced that
Global Infrastructure Partners ("GIP"), a leading global, independent
infrastructure investor, has completed its acquisition (the
"Transaction") of NRG Energy, Inc.'s (NYSE:NRG) entire ownership
interest in the Company, as well as NRG's renewable development and
operations platform. GIP provides the Company with a leading sponsor
with substantial financial resources to accelerate development of the
next generation of drop down projects. GIP has deep experience in the
energy and power sectors and the Company believes that GIP has a unique
ability to enhance the Company's long-term growth opportunities and
access to capital. Furthermore, GIP's demonstrated commitment to the
expansion of renewables aligns its economic interests with those of the
Company's public shareholders.

"Clearway Energy's outlook could not be brighter as the new sponsorship
with GIP provides the Company proven operational, development, and
investment expertise to lead us through the next stage of our growth
objectives," said Christopher Sotos, Clearway Energy's President and
Chief Executive Officer.

Jonathan Bram, Founding Partner of GIP and Chairman of the Board of
Clearway Energy said: "We are excited to close the acquisition of NRG's
integrated renewables platform, which includes the controlling interest
in Clearway Energy, Inc. as well as a highly capable renewable
development and operating platform. With strong alignment and excellent
management across the platform, we believe Clearway is well-positioned
for long-term growth and success."

Transaction Updates

In connection with the closing of the Transaction, the following changes
have occurred:

Corporate Name Change

The Company has announced that it will change its name from NRG Yield,
Inc. to Clearway Energy, Inc., effective today, August 31, 2018.
Beginning on September 17, 2018, the Company will begin trading under
the new name and ticker symbols CWEN and CWEN.A for its Class C and
Class A common stock, respectively, on The New York Stock Exchange. The
new CUSIPs for the Company's Class C and Class A common stock will be
18539C 204 and 18539C 105, respectively.

Board of Director and Management Changes

Board of Directors

The size of the board was increased to nine directors, comprising five
directors designated by GIP, three independent directors and the Chief
Executive Officer of the Company.

NRG-appointed directors Kirkland B. Andrews, John Chillemi and Mauricio
Gutierrez resigned from their positions as members of the Board of the
Company. The current Independent Directors, John Chlebowski, Brian Ford
and Ferrell McClean as well as the Company's Chief Executive Officer,
Christopher Sotos, will remain in their current positions. The five new
directors of the Board appointed by GIP are Jonathan Bram, Bruce
MacLennan, E. Stanley O'Neal, Scott Stanley and Nathaniel Anschuetz. In
connection with these appointments, Mr. Bram was elected Chairman of the
Board.

Jonathan Bram
Jonathan Bram is a Founding Partner of GIP and
serves on its Investment and Operating Committees. He leads GIP's Power
industry investment team in North America. Prior to the formation of GIP
in 2006, Mr. Bram spent 15 years at Credit Suisse as a Managing Director
in the Investment Banking Division, where he served as Co-Head of the
Global Industrial and Services Group. From 2002 to 2004, he was Chief
Operating Officer of the Investment Banking Division and prior to that
time he was co-head of corporate finance for the 150 person U.S. Energy
Group. Mr. Bram represented the firm in raising more than $30 billion of
debt and equity capital for electric utilities and independent power
generators globally. These companies and projects included renewable
power facilities that utilized wind, solar, geothermal and hydroelectric
technologies. Mr. Bram holds an A.B. in Economics from Columbia College.
He is a member of the Board of Directors of Guacolda Energia, S.A. and
previously served on the board of Terra-Gen Power as well as Channelview
Cogeneration.

Bruce MacLennan
Bruce MacLennan is a Partner of GIP and
serves on its Investment and Operating Committees. He focuses on the
energy and electricity and renewables sectors and led GIP's investment
in Competitive Power Ventures, a power generation development and asset
management company. Prior to joining GIP at its formation in 2006, Mr.
MacLennan spent eight years at Credit Suisse, where he most recently
served as a Director in the Investment Banking Division. Previously, he
spent six years at Citibank and Citicorp Securities in New York and
Tokyo. Mr. MacLennan holds an A.B. from Harvard University and an M.B.A.
from the Wharton School of the University of Pennsylvania. He is
currently a member of the Board of Directors of Competitive Power
Ventures.

E. Stanley O'Neal
Mr. O'Neal served as Chairman of the Board
and Chief Executive Officer of Merrill Lynch & Co., Inc. until October
2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was
elected Chairman of the Board in 2003. Mr. O'Neal was employed with
Merrill Lynch for 21 years, serving as President and Chief Operating
Officer from July 2001 to December 2002; President of U.S. Private
Client from February 2000 to July 2001; Chief Financial Officer from
1998 to 2000 and Executive Vice President and Co-head of Global Markets
and Investment Banking from 1997 to 1998. Before joining Merrill Lynch,
Mr. O'Neal was employed at General Motors Corporation where he held a
number of financial positions of increasing responsibility. Currently,
Mr. O'Neal is a member of the Audit and Finance committees of Arconic
Inc., an aluminum manufacturing company and the former parent company of
Alcoa Inc. Mr. O'Neal is also a director of Platform Specialty Products
Corporation, a global, diversified producer of high technology specialty
chemical products and provider of technical services. Mr. O'Neal was a
director of General Motors Corporation from 2001 to 2006, chairman of
the board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director
of American Beacon Advisors, Inc. (investment advisor registered with
the Securities and Exchange Commission) from 2009 to September 2012.

Scott Stanley
Scott Stanley has been employed by GIP since
April 2007, and in August 2018 was appointed as an Operating Partner.
Mr. Stanley holds a B.S. in Ceramic Engineering from The Ohio State
University and has 39 years of experience in operational roles,
including prior assignments with GE, Honeywell, and United Technologies.
Working predominantly in the transport sector with GIP, Mr. Stanley has
held roles as Chief Operating Officer with London City Airport, Gatwick
Airport, and Pacific National and also served on the Board of Directors
at Edinburgh Airport.

Nathaniel Anschuetz
Nathaniel Anschuetz is a Vice President
at GIP. Prior to joining GIP in 2012, Mr. Anschuetz was an Analyst in
the Power & Utilities Coverage Group at Citigroup from June 2010 through
June 2012. Mr. Anschuetz holds a B.A. in Economics and Operations
Research, and a concentration in Sustainable Development from Columbia
College.

Management

In connection with the completion of the Transaction, David Callen
resigned as Vice President and Chief Accounting Officer and Mary-Lee
Stillwell was appointed as Vice President and Chief Accounting Officer.

Impact on Outstanding Debt of the Company

Convertible Notes

The consummation of the Transaction constituted a "Fundamental Change"
and "Make-Whole Fundamental Change" under each of (1) the indenture
governing the 3.25% convertible senior notes due 2020 (the "2020 Notes")
and (2) the indenture governing the 3.50% convertible senior notes due
2019 (the "2019 Notes" and together with the 2020 Notes, the
"Convertible Notes"). As a result, holders of the Convertible Notes have
the right to require the Company to purchase for cash all or any portion
of their Convertible Notes on a date to be specified by the Company (the
"Fundamental Change Purchase Date") at a price equal to 100% of the
principal amount of the Convertible Notes to be purchased, plus accrued
and unpaid interest, if any, as set forth in the applicable indenture.
In addition, holders of the 2019 Notes have the right to convert all or
any portion of their 2019 Notes at any time on or prior to January 30,
2019 for cash based on the then applicable conversion rate (as may be
adjusted under the indenture governing the 2019 Notes) in accordance
with the indenture governing the 2019 Notes.

Holders of the 2020 Notes have the right to convert all or any portion
of their 2020 Notes at any time prior on or prior to the business day
immediately preceding the Fundamental Change Purchase Date. Upon
conversion of any 2020 Notes, the Company will pay or deliver, as the
case may be, to the converting holder, at the Company's election, cash,
shares of the Company's Class C common stock or any combination of the
foregoing based on the then applicable conversion rate (as may be
adjusted under the indenture governing the 2020 Notes) in accordance
with the indenture governing the 2020 Notes.

Bridge Facility

In connection with the consummation of the Transaction, the Company
entered into a senior unsecured 364-Day Bridge Credit Agreement with a
group of lenders and Royal Bank of Canada as administrative agent, as
was previously arranged by GIP to manage a change-of-control associated
with the Company's corporate debt. The Bridge Credit Agreement provides
that the Company may borrow up to a maximum principal amount of $1.5
billion. Any loans under the Bridge Credit Agreement will have to be
prepaid with net cash proceeds received in connection with certain debt
issuances, equity issuances and non-ordinary course asset sales.

Advisors

Barclays and J.P. Morgan Securities LLC acted as financial advisors to
the Independent Directors and Management of the Company. Sullivan &
Cromwell LLP acted as legal counsel to the Independent Directors.

Bank of America Merrill Lynch and Credit Suisse acted as financial
advisors to GIP. Simpson Thacher & Bartlett LLP and Akin Gump Strauss
Hauer & Feld acted as legal counsel to GIP.

Investor Call

Management and GIP will hold an investor conference call and webcast at
8 a.m. Eastern Standard Time on Tuesday, September 11, 2018 to discuss
this announcement as well as to provide an update to the Company's 2018
financial guidance and an outlook on 2019 financial expectations. A live
webcast of the conference call, including presentation materials, can be
accessed through the Company's website at http://www.nrgyield.com
and clicking on "Presentations & Webcasts." The webcast will be archived
on the website for those unable to listen in real time.

About the Company

Clearway Energy, Inc., formerly NRG Yield, Inc., owns a diversified
portfolio of contracted renewable and conventional generation and
thermal infrastructure assets in the United States, including fossil
fuel, solar and wind power generation facilities that have the capacity
to support more than two million American homes and businesses. Our
thermal infrastructure assets provide steam, hot and/or chilled water,
and in some instances electricity, to commercial businesses,
universities, hospitals and governmental units in multiple locations.

About Global Infrastructure Partners

GIP is an independent infrastructure fund manager that invests in
infrastructure assets and businesses in both OECD and select emerging
market countries. GIP targets investments in single assets and
portfolios of assets and companies in power and utilities, natural
resources infrastructure, air transport infrastructure, seaports and
container terminals, rail infrastructure, water distribution and
treatment and waste management. GIP has offices in New York and London,
with an affiliate in Sydney and portfolio company operations
headquarters in Stamford, Connecticut. For more information, visit www.global-infra.com.

Safe Harbor

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements are
subject to certain risks, uncertainties and assumptions and typically
can be identified by the use of words such as "expect," "estimate,"
"should," "anticipate," "forecast," "plan," "guidance," "believe" and
similar terms. Such forward-looking statements include, but are not
limited to, the Company's future revenues, income, indebtedness, capital
structure, strategy, plans, expectations, objectives, projected
financial performance and/or business results and other future events,
and views of economic and market conditions.

Although the Company believes that the expectations are reasonable, it
can give no assurance that these expectations will prove to be correct,
and actual results may vary materially. Factors that could cause actual
results to differ materially from those contemplated above include,
among others, general economic conditions, hazards customary in the
power industry, weather conditions, including wind and solar
performance, competition in wholesale power markets, the volatility of
energy and fuel prices, failure of customers to perform under contracts,
changes in the wholesale power markets, changes in government
regulations, the condition of capital markets generally, our ability to
access capital markets, cyber terrorism and inadequate cybersecurity,
the ability to engage in successful mergers and acquisitions activity,
unanticipated outages at our generation facilities, adverse results in
current and future litigation, failure to identify, execute or
successfully implement acquisitions (including receipt of third party
consents and regulatory approvals), our ability to enter into new
contracts as existing contracts expire, our ability to acquire assets
from GIP or third parties, our ability to close drop down transactions,
and our ability to maintain and grow our quarterly dividends.

The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. The Company
disclaims any current intention to update such guidance, except as
required by law. The foregoing review of factors that could cause the
Company's actual results to differ materially from those contemplated in
the forward-looking statements included in this press release should be
considered in connection with information regarding risks and
uncertainties that may affect the Company's future results included in
the Company's filings with the Securities and Exchange Commission at www.sec.gov.

View Comments and Join the Discussion!