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Long-term Debt | 9 Months Ended
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Sep. 30, 2020
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 2019 Form 10-K. Long-term debt consisted of the following:
(In millions, except rates) | September 30, 2020 |  | December 31, 2019 |  | September 30, 2020 interest rate % (a) |  | Letters of Credit Outstanding at September 30, 2020
2020 Convertible Notes (b) | $ | — |  |  | $ | 45 |  |  | 3.250 |  |  |
2024 Senior Notes (c) | — |  |  | 88 |  |  | 5.375 |  |  |
2025 Senior Notes | 600 |  |  | 600 |  |  | 5.750 |  |  |
2026 Senior Notes | 350 |  |  | 350 |  |  | 5.000 |  |  |
2028 Senior Notes | 850 |  |  | 600 |  |  | 4.750 |  |  |
Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility, due 2023 (d) | — |  |  | — |  |  | L+2.00 |  | 59 |
Project-level debt: |  |  |  |  |  |  |
Alpine, due 2022(e) | — |  |  | 119 |  |  | L+2.00 |  | — |
Alta Wind I-V lease financing arrangements, due 2034 and 2035 | 816 |  |  | 844 |  |  | 5.696 - 7.015 |  | 29 |
Buckthorn Solar, due 2025 | 127 |  |  | 129 |  |  | L+1.750 |  | 26 |
Carlsbad Holdco, due 2038 | 215 |  |  | 216 |  |  | 4.210 |  |  | 9 |
Carlsbad Energy Holdings LLC, due 2027 and 2038 | 568 |  |  | 582 |  |  | various |  | 67 |
Chestnut Borrower, LLC, due 2024 | 109 |  |  | — |  |  | L+2.50 |  | 8 |
CS4 Borrower, due 2026 | 103 |  |  | — |  |  | L+2.00 |  | 4 |
CVSR, due 2037 | 675 |  |  | 696 |  |  | 2.339 - 3.775 |  | — |
CVSR Holdco Notes, due 2037 | 176 |  |  | 182 |  |  | 4.680 |  |  | 13 |
Duquesne, due 2059 | 95 |  |  | 95 |  |  | 4.620 |  |  | — |
El Segundo Energy Center, due 2023 | 250 |  |  | 303 |  |  | L+1.875 - L+2.500 |  | 138 |
Energy Center Minneapolis Series D, E, F, G, H Notes, due 2025-2037 | 327 |  |  | 328 |  |  | various |  | — |
Laredo Ridge, due 2028 | 80 |  |  | 84 |  |  | L+2.125 |  | 10 |
Kansas South, due 2030 | 23 |  |  | 24 |  |  | L+2.25 |  | 2 |
Kawailoa Solar Holdings LLC, due 2026 | 82 |  |  | 82 |  |  | L+1.375 |  | 13 |
Marsh Landing, due 2023 | 164 |  |  | 206 |  |  | L+2.125 |  | 38 |
NIMH Solar, due 2024 | 193 |  |  | — |  |  | L+2.00 |  | 11 |
Oahu Solar Holdings LLC, due 2026 | 90 |  |  | 91 |  |  | L+1.375 |  | 11 |
Repowering Partnership Holdco LLC, due 2020 (c) | — |  |  | 228 |  |  | L+.85 |  | — |
South Trent, due 2028 | 39 |  |  | 43 |  |  | L+1.350 |  | 12 |
Tapestry, due 2031 | 147 |  |  | 156 |  |  | L+1.375 |  | 18 |
Utah Solar Holdings, due 2036 | 296 |  |  | — |  |  | 3.59 |  | 9 |
Utah Solar Portfolio, due 2022(e) | — |  |  | 254 |  |  | L+1.625 |  | — |
Viento, due 2023 | 35 |  |  | 42 |  |  | L+2.00 |  | 12 |
Walnut Creek, due 2023 | 140 |  |  | 175 |  |  | L+1.75 |  | 80 |
Other(f) | 242 |  |  | 296 |  |  | various |  | 29 |
Subtotal project-level debt: | 4,992 |  |  | 5,175 |  |  |  |  |
Total debt | 6,792 |  |  | 6,858 |  |  |  |  |
Less current maturities | (361) |  |  | (1,824) |  |  |  |  |
Less net debt issuance costs | (79) |  |  | (78) |  |  |  |  |
Add premiums(g) | 5 |  |  | — |  |  |  |  |
Total long-term debt | $ | 6,357 |  |  | $ | 4,956 |  |  |  |  |
(a) As of September 30, 2020, L+ equals 3 month LIBOR plus x%, except for Viento, due 2023 and Kansas South, due 2030 where L+ equals 6 month LIBOR plus x% (b) Matured and repaid in the second quarter of 2020 (c) Repaid in the first quarter of 2020, as further described below (d) Applicable rate is determined by the borrower leverage ratio, as defined in the credit agreement (e) Repaid in the third quarter of 2020, as further described below (f) December 31, 2019 includes Blythe and Roadrunner debt outstanding of $14 million and $28 million, respectively which were repaid in the third quarter of 2020, as further described below (g) 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, 2020, 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, 2020. Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility As of September 30, 2020, the Company had no outstanding borrowings under the revolving credit facility and $59 million in letters of credit outstanding. The Company had no borrowings under the revolving credit facility during the three months ended September 30, 2020. During the nine months ended September 30, 2020, the Company borrowed $265 million under the revolving credit facility, and subsequently repaid $265 million utilizing the proceeds from the issuance of additional 2028 Senior Notes, as described below, and cash on hand. 2028 Senior Notes On May 21, 2020, the Company completed the issuance of an additional $250 million in aggregate principal amount of its 4.750% Senior Notes due 2028. The 2028 Senior Notes bear interest at 4.75% and mature on March 15, 2028. Interest on the 2028 Senior Notes is payable semi-annually on March 15 and September 15 of each year, and interest payments will commence on September 15, 2020. The 2028 Senior Notes are unsecured obligations of Clearway Energy Operating, LLC and are guaranteed by Clearway Energy, LLC and by certain of Clearway Energy Operating LLC’s wholly owned current and future subsidiaries. The notes were issued at a price of 102% of par plus accrued interest from December 11, 2019. The net proceeds were utilized to repay the $45 million outstanding principal amount of the Company's 2020 Convertible Notes on June 1, 2020, as well as to repay amounts outstanding under the Company’s revolving credit facility and for general corporate purposes. 2024 Senior Notes Redemption On January 3, 2020, the Company redeemed the $88 million aggregate principal amount of the 2024 Senior Notes that remained outstanding following the Company's tender offer for the 2024 Senior Notes in December 2019. The redemption was effectuated at a premium of 102.7% for a total consideration of $90 million and as a result, the Company recorded a loss on debt extinguishment in the amount of $3 million, which also included the write off of previously deferred financing fees related to the 2024 Senior Notes. Project - level Debt PG&E Bankruptcy On July 1, 2020, PG&E emerged from bankruptcy and assumed the Company's contracts without modification. In addition, PG&E paid to the Company's applicable projects the portion of the invoices corresponding to the electricity delivered between January 1 and January 28, 2019. These invoices related to the pre-petition period services and any payment therefore required the approval of the Bankruptcy Court. During the three months ended September 30, 2020, the Company entered into waiver agreements with the lenders to the respective financing agreements related to the PG&E Bankruptcy. Repowering Partnership Holdco LLC, due 2020 In February 2020, the Company repaid $260 million of construction debt outstanding under the construction loan facility. The repayment was effectuated with the proceeds from the tax equity contributions for Wildorado TE Holdco, as further descried in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities as well as with the contributions by the Company. Consolidation of DGPV Holdco 3 Upon consolidation of DGPV Holdco 3, as described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities, the Company consolidates additional non-recourse debt for certain subsidiaries as further described below. Renew CS4 Borrower LLC, or CS4 Borrower, a consolidated subsidiary of DGPV Holdco 3, is party to a credit agreement for construction loans up to $97.4 million, an investment tax credit bridge loan, or ITC bridge loan, for up to $89.9 million and letter of credit facilities up to $4.9 million. The construction loan and the ITC bridge loan both have an interest rate of LIBOR plus an applicable margin of 2.00% per annum. As of June 30, 2020, all construction loans were converted to term loans and the ITC bridge loans were repaid in connection with tax equity funding. The term loan bears annual interest at a rate of LIBOR plus an applicable margin, which is 2.00% per annum through the third anniversary of the term conversion, and 2.25% per annum thereafter through the maturity date in June 2026. The borrowings are secured by the membership interests in the project companies. Chestnut Borrower LLC, a consolidated subsidiary of DGPV Holdco 3, is party to a credit agreement for term loans of up to $120.3 million and letters of credit of up to $7.9 million. The loans bear annual interest at a rate of LIBOR plus an applicable margin, which is 2.50% per annum through the fifth anniversary of the financial closing date, or July 2022, and 2.75% per annum thereafter through the maturity date in April 2024. The borrowings are secured by the membership interests in the project companies. DG-CS Master Borrower LLC On November 2, 2020, DG-CS Master Borrower LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a financing arrangement, which included the issuance of a $467 million term loan, as well as $30 million in letters of credit in support of debt service. The notes bear interest at 3.51% and mature on September 30, 2040. The proceeds from the loan were utilized to repay existing project-level debt outstanding for Chestnut Borrower LLC, Renew Solar CS 4 Borrower LLC, DGPV 4 Borrower LLC and Puma Class B LLC of $107 million, $102 million, $92 million and $73 million respectively and unwind related interest rate swaps in the amount of $42 million. The remaining proceeds were utilized to pay related fees and expenses and in part to acquire the Class B membership interests in the DGPV Holdco Entities and an SREC contract from CEG as further described in Note 4, Investments Accounted for by the Equity Method and Variable Interest Entities. Concurrent with the refinancing, the projects were transferred under DG-CS Master Borrower LLC and the obligations under the financing arrangement are supported by the Company's interest in the projects. Utah Solar Holdings, LLC On September 1, 2020, Utah Solar Holdings, LLC, or Utah Solar, entered into a financing arrangement, which included the issuance of approximately $296 million in senior secured notes supported by the Company’s interest in the Utah projects (Four Brothers, Granite Mountain and Iron Springs, previously defined as the Utah Solar Portfolio), as well as $16 million in letters of credit in support of debt service obligations. The notes bear interest at 3.59% per annum and mature on December 31, 2036. The proceeds from the issuance were utilized to repay existing debt outstanding of approximately $247 million for the Utah projects and to unwind the related interest rate swaps in the amount of $33 million. The remaining proceeds were utilized to pay related fees and expenses, with the remaining $9 million distributed to Clearway Energy Operating LLC. NIMH Solar LLC On September 30, 2020, NIMH Solar LLC, a wholly owned subsidiary of Clearway Energy Operating LLC, entered into a financing arrangement, which included the issuance of $193 million under a term loan facility, as well as $16 million in letters of credit in support of debt service and project obligations. The term loan bears annual interest rate of LIBOR, plus an applicable margin, which is 2.00% per annum through the third party anniversary of closing, and 2.125% per annum thereafter through the maturity date in September 2024. The proceeds from the term loan were utilized to repay existing project-level debt outstanding for Alpine, Blythe and Roadrunner of $117 million, $14 million and $27 million, respectively. The remaining proceeds were utilized to pay related fees and expenses and along with existing project level cash provided a distribution to Clearway Energy Operating LLC of $45 million. Concurrent with the refinancing, the Alpine, Blythe and Roadrunner projects were transferred under NIMH Solar LLC and the obligations under the financing arrangement are supported by the Company’s interests in the projects.

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