Clearway Energy, Inc. Signs Binding Agreement to Acquire 137 MW Wind Project
Clearway Energy has signed a binding agreement to acquire the 137 MW Tuolumne Wind Project from Turlock Irrigation District in Klickitat County, WA. The operational wind project, which began commercial operations in 2009, will operate under a new 15-year PPA with Turlock Irrigation District through 2040. The acquisition requires a corporate capital commitment of $70-75 million and is expected to provide incremental annual levered asset CAFD of approximately $9 million starting January 2026. The deal includes a contractual extension option for potential future repowering and is expected to close in Q1 2025.
Clearway Energy ha firmato un accordo vincolante per acquisire il progetto eolico da 137 MW Tuolumne Wind Project dal Distretto di Irrigazione di Turlock nella Contea di Klickitat, WA. Il progetto eolico operativo, che ha iniziato le operazioni commerciali nel 2009, funzionerà sotto un nuovo contratto PPA di 15 anni con il Distretto di Irrigazione di Turlock fino al 2040. L'acquisizione richiede un impegno di capitale aziendale di $70-75 milioni ed è prevista per fornire un CAFD annuale levered incrementale di circa $9 milioni a partire da gennaio 2026. L'accordo include un'opzione di estensione contrattuale per un eventuale futuro rifacimento ed è previsto che si chiuda nel primo trimestre del 2025.
Clearway Energy ha firmado un acuerdo vinculante para adquirir el proyecto eólico de 137 MW Tuolumne Wind Project del Distrito de Irrigación de Turlock en el Condado de Klickitat, WA. El proyecto eólico operativo, que comenzó sus operaciones comerciales en 2009, funcionará bajo un nuevo PPA de 15 años con el Distrito de Irrigación de Turlock hasta 2040. La adquisición requiere un compromiso de capital corporativo de $70-75 millones y se espera que proporcione un CAFD de activos apalancados anuales incrementales de aproximadamente $9 millones a partir de enero de 2026. El acuerdo incluye una opción de extensión contractual para un posible futuro repotenciamiento y se espera que se cierre en el primer trimestre de 2025.
클리어웨이 에너지가 워싱턴주 클릭키탯 카운티에 있는 털록 관개 지구로부터 137 MW의 투올룸니 풍력 프로젝트를 인수하기 위한 구속력 있는 계약을 체결했습니다. 2009년에 상업 운영을 시작한 이 운영 풍력 프로젝트는 2040년까지 털록 관개 지구와 새로운 15년 PPA 하에 운영될 예정입니다. 인수에는 7000만~7500만 달러의 기업 자본 약정이 필요하며, 2026년 1월부터 약 900만 달러의 연간 레버리지 자산 CAFD를 제공할 것으로 예상됩니다. 이 거래에는 향후 재가동을 위한 계약 연장 옵션이 포함되어 있으며, 2025년 1분기에 마무리될 것으로 예상됩니다.
Clearway Energy a signé un accord contraignant pour acquérir le projet éolien de 137 MW Tuolumne Wind Project auprès du District d'Irrigation de Turlock dans le comté de Klickitat, WA. Le projet éolien opérationnel, qui a commencé ses activités commerciales en 2009, fonctionnera sous un nouveau PPA de 15 ans avec le District d'Irrigation de Turlock jusqu'en 2040. L'acquisition nécessite un engagement en capital d'entreprise de 70 à 75 millions de dollars et devrait générer un CAFD d'actif levé supplémentaire d'environ 9 millions de dollars à partir de janvier 2026. L'accord comprend une option d'extension contractuelle pour un éventuel futur renouvellement et devrait se conclure au premier trimestre 2025.
Clearway Energy hat eine verbindliche Vereinbarung zur Übernahme des 137 MW Tuolumne Wind Project vom Turlock Irrigation District im Klickitat County, WA, unterzeichnet. Das betriebsbereite Windprojekt, das 2009 den kommerziellen Betrieb aufgenommen hat, wird unter einem neuen 15-jährigen PPA mit dem Turlock Irrigation District bis 2040 betrieben. Die Übernahme erfordert ein Unternehmenskapitalengagement von 70 bis 75 Millionen US-Dollar und wird voraussichtlich ab Januar 2026 einen zusätzlichen jährlichen levered Asset CAFD von etwa 9 Millionen US-Dollar bieten. Der Deal umfasst eine vertragliche Verlängerungsoption für eine mögliche zukünftige Wiedererrichtung und soll im ersten Quartal 2025 abgeschlossen werden.
- Expected annual levered asset CAFD of $9 million starting 2026
- 15-year PPA secured with investment-grade regulated entity
- Option for future project repowering included
- Acquisition supports company's goal of $2.40-$2.60 CAFD per share by 2027
- Strengthens presence in Western states markets
- Significant capital commitment of $70-75 million required
- Asset is already 15 years old (operational since 2009)
Insights
This strategic acquisition strengthens Clearway Energy's renewable portfolio with several key benefits. The
The deal structure includes smart optionality through a repowering extension option, potentially extending the project's life and returns. This acquisition supports CWEN's 2027 CAFD per share target of
The Tuolumne Wind Project acquisition represents a mature operational asset with proven technology and performance history since 2009. The project's location in Klickitat County, WA, is strategic due to the region's strong wind resources and established transmission infrastructure. The contractual repowering option is particularly valuable, as it could allow for future efficiency improvements through newer turbine technology when economically viable.
The partnership with Turlock Irrigation District, both as seller and PPA counterparty, streamlines the transaction and operational transition. This structure, combined with non-recourse project financing, effectively optimizes capital structure while minimizing operational risks.
PRINCETON, N.J., Nov. 25, 2024 (GLOBE NEWSWIRE) -- Clearway Energy, Inc. (NYSE: CWEN, CWEN.A) (“Company”) today announced that it has entered into a binding agreement to acquire the operational Tuolumne Wind Project from Turlock Irrigation District.
Tuolumne Wind Project is a 137 MW wind project located in Klickitat County, WA that achieved commercial operations in 2009. The project will sell power under a new PPA with Turlock Irrigation District, an investment-grade regulated entity, with an initial contract term of 15 years to 2040. In conjunction with the acquisition, the Company also has received from Turlock Irrigation District a contractual extension option to enable a potential future repowering of the project.
After factoring in estimated closing adjustments and new non-recourse project-level debt, the Company expects its total long-term corporate capital commitment to acquire the project to be approximately
“Clearway continues its successful track record of executing accretive, third-party acquisitions. We look forward to providing clean, reliable electricity to Turlock Irrigation District and its customers for years to come. Additionally, this transaction, along with other recent investments, underscores Clearway’s expanding presence in Western states alongside our historical core in California, contributing further to our strong incumbency in these attractive markets for clean power,” said Craig Cornelius, Clearway Energy, Inc.’s President and Chief Executive Officer. “We are also pleased to note that this acquisition is the next step in our path to meeting our long-term financial objectives, including our goal to deliver the midpoint or better of
About Clearway Energy, Inc.
Clearway Energy, Inc. is one of the largest owners of clean energy generation assets in the US and is leading the transition to a world powered by clean energy. Our portfolio comprises approximately 11.7 GW of gross capacity in 26 states, including 9 GW of wind, solar, and battery energy storage and over 2.7 GW of conventional dispatchable power capacity providing critical grid reliability services. Through our diversified and primarily contracted clean energy portfolio, Clearway Energy endeavors to provide our investors with stable and growing dividend income. Clearway Energy, Inc.’s Class C and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway Energy, Inc. is sponsored by our controlling investor, Clearway Energy Group LLC. For more information, visit investor.clearwayenergy.com.
Safe Harbor Disclosure
This news 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. Such 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,” "target," “anticipate,” “forecast,” “plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not limited to, statements regarding, Clearway Energy, Inc.’s (the “Company’s”) dividend expectations and its operations, its facilities and its financial results, statements regarding the likelihood, terms, timing and/or consummation of the transactions described above, the potential benefits, opportunities, and results with respect to the transactions, including the Company’s future relationship and arrangements with Global Infrastructure Partners, TotalEnergies, and Clearway Energy Group (collectively and together with their affiliates, “Related Persons”), as well as the Company's Net Income, Adjusted EBITDA, Cash from Operating Activities, Cash Available for Distribution, 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 at this time, 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, the Company's ability to maintain and grow its quarterly dividend, impacts related to COVID-19 (including any variant of the virus) or any other pandemic, risks relating to the Company's relationships with its sponsors, the failure to identify, execute or successfully implement acquisitions or dispositions (including receipt of third party consents and regulatory approvals), risks related to hazards customary in the power industry, weather conditions, including wind and solar performance, the Company’s ability to operate its businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from its asset-based businesses in relation to its debt and other obligations, the willingness and ability of counterparties to the Company’s offtake agreements to fulfill their obligations under such agreements, the Company's ability to enter into new contracts as existing contracts expire, changes in government regulations, operating and financial restrictions placed on the Company that are contained in the project-level debt facilities and other agreements of the Company and its subsidiaries, and cyber terrorism and inadequate cybersecurity. Furthermore, any dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The Cash Available for Distribution are estimates as of today’s date and are based on assumptions believed to be reasonable as of this date. The Company expressly disclaims any current intention to update such guidance. 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 news 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. In addition, the Company makes available free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the Securities and Exchange Commission.
Contacts:
| Investors: | Media: |
| Akil Marsh | Zadie Oleksiw |
| investor.relations@clearwayenergy.com | media@clearwayenergy.com |
| 609-608-1500 | 202-836-5754 |
Appendix Table A-1: Adjusted EBITDA and Cash Available for Distribution Reconciliation
The following table summarizes the calculation of Estimated Cash Available for Distribution and provides a reconciliation to Net Income/(Loss):
| ($ in millions) | 5-Year Average 2026 - 2030 | |||
| Net Income | $ | 7 | ||
| Interest Expense, net | 8 | |||
| Depreciation, Amortization, and ARO Expense | 17 | |||
| Adjusted EBITDA | 32 | |||
| Cash interest paid | (8 | ) | ||
| Cash from Operating Activities | 24 | |||
| Maintenance Capex | (1 | ) | ||
| Principal amortization of indebtedness | (14 | ) | ||
| Estimated Cash Available for Distribution | $ | 9 | ||
Non-GAAP Financial Information
EBITDA and Adjusted EBITDA
EBITDA, Adjusted EBITDA, and Cash Available for Distribution (CAFD) are non-GAAP financial measures. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance. The presentation of non-GAAP financial measures should not be construed as an inference that Clearway Energy’s future results will be unaffected by unusual or non-recurring items.
EBITDA represents net income before interest (including loss on debt extinguishment), taxes, depreciation and amortization. EBITDA is presented because Clearway Energy considers it an important supplemental measure of its performance and believes debt and equity holders frequently use EBITDA to analyze operating performance and debt service capacity. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are:
- EBITDA does not reflect cash expenditures, or future requirements for capital expenditures, or contractual commitments;
- EBITDA does not reflect changes in, or cash requirements for, working capital needs;
- EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments;
- Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
- Other companies in this industry may calculate EBITDA differently than Clearway Energy does, limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to use to invest in the growth of Clearway Energy’s business. Clearway Energy compensates for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally. See the statements of cash flow included in the financial statements that are a part of this news release.
Adjusted EBITDA is presented as a further supplemental measure of operating performance. Adjusted EBITDA represents EBITDA adjusted for mark-to-market gains or losses, non-cash equity compensation expense, asset write offs and impairments; and factors which we do not consider indicative of future operating performance such as transition and integration related costs. The reader is encouraged to evaluate each adjustment and the reasons Clearway Energy considers it appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA. In addition, in evaluating Adjusted EBITDA, the reader should be aware that in the future Clearway Energy may incur expenses similar to the adjustments in this news release.
Management believes Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. This measure is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.
Additionally, Management believes that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. As we define it, Adjusted EBITDA represents EBITDA adjusted for the effects of impairment losses, gains or losses on sales, non-cash equity compensation expense, dispositions or retirements of assets, any mark-to-market gains or losses from accounting for derivatives, adjustments to exclude gains or losses on the repurchase, modification or extinguishment of debt, and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends.
In summary, our management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, shareholders, creditors, analysts and investors concerning our financial performance.
Cash Available for Distribution
A non-GAAP measure, Cash Available for Distribution is defined as of September 30, 2024 as Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments and payments for lease expenses, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments, and adjusted for development expenses. Management believes CAFD is a relevant supplemental measure of the Company’s ability to earn and distribute cash returns to investors.
We believe CAFD is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of our ability to make quarterly distributions. In addition, CAFD is used by our management team for determining future acquisitions and managing our growth. The GAAP measure most directly comparable to CAFD is cash provided by operating activities.
However, CAFD has limitations as an analytical tool because it does not include changes in operating assets and liabilities and excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations. CAFD is a non-GAAP measure and should not be considered an alternative to cash provided by operating activities or any other performance or liquidity measure determined in accordance with GAAP, nor is it indicative of funds available to fund our cash needs. In addition, our calculations of CAFD are not necessarily comparable to CAFD as calculated by other companies. Investors should not rely on these measures as a substitute for any GAAP measure, including cash provided by operating activities.
FAQ
What is the size and location of the Tuolumne Wind Project that CWEN is acquiring?
How much is CWEN paying for the Tuolumne Wind Project acquisition?
When will CWEN's Tuolumne Wind Project acquisition close?
What is the expected annual CAFD contribution from CWEN's Tuolumne Wind Project?
