UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 29, 2018

 

NRG Yield LLC

(Exact name of Registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation)

 

333-203369
(Commission File Number)

 

32-0407370
(IRS Employer Identification No.)

 

804 Carnegie Center, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

 

(609) 524-4500

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 1.01 Entry Into a Material Definitive Agreement.

 

Fifth Supplemental Indenture

 

On January 29, 2018, NRG Yield Operating LLC (“Yield Operating”), a subsidiary of NRG Yield LLC, the guarantors currently party to the 2024 Notes Indenture (defined below), Portfolio Solar I, LLC, NRG Solar Las Vegas MB 1 LLC, NRG Solar Star LLC, NRG Solar Iguana LLC, NRG Solar Tabernacle LLC, Solar Flagstaff One LLC, SPP Asset Holdings, LLC, SPP Fund II Holdings, LLC, SPP Fund III, LLC, SPP Fund II, LLC and SPP Fund II-B, LLC (the “Guaranteeing Subsidiaries”) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee (the “Trustee”), entered into the fifth supplemental indenture (the “Fifth Supplemental Indenture”), supplementing the indenture, dated as of August 5, 2014 (as amended or supplemented to the date hereof, the “2024 Notes Indenture”), by and among Yield Operating, the guarantors party thereto and the Trustee, pursuant to which Yield Operating issued $500,000,000 in aggregate principal amount of its 5.375% Senior Notes due 2024 (the “2024 Notes”).  Pursuant to the Fifth Supplemental Indenture, each of the Guaranteeing Subsidiaries became a guarantor of Yield Operating’s obligations under the 2024 Notes.

 

The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fifth Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

First Supplemental Indenture

 

On January 29, 2018, Yield Operating, the guarantors currently party to the 2026 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the Trustee also entered into the supplemental indenture (the “First Supplemental Indenture”), supplementing the indenture, dated as of August 18, 2016 (the “2026 Notes Indenture”), by and among Yield Operating, the guarantors party thereto and the Trustee, pursuant to which Yield Operating issued $350,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2026 (the “2026 Notes”).  Pursuant to the First Supplemental Indenture, each of the Guaranteeing Subsidiaries became a guarantor of Yield Operating’s obligations under the 2026 Notes.

 

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d)           Exhibits

 

Exhibit No.

 

Document

 

 

 

4.1

 

Fifth Supplemental Indenture, dated as of January 29, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).

 

 

 

4.2

 

Supplemental Indenture, dated as of January 29, 2018, among NRG Yield Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NRG Yield LLC

 

(Registrant)

 

 

 

 

By:

/s/ Brian E. Curci

 

 

Brian E. Curci

 

 

Corporate Secretary

 

 

 

January 31, 2018

 

 

 

3


Exhibit 4.1

 

Execution Version

 

FIFTH SUPPLEMENTAL INDENTURE

 

FIFTH SUPPLEMENTAL INDENTURE  (this “ Supplemental Indenture ”), dated as of January 29, 2018, among Portfolio Solar I, LLC, NRG Solar Las Vegas MB 1 LLC, NRG Solar Star LLC, NRG Solar Iguana LLC, NRG Solar Tabernacle LLC, Solar Flagstaff One LLC, SPP Asset Holdings, LLC, SPP Fund II Holdings, LLC, SPP Fund III, LLC, SPP Fund II, LLC and SPP Fund II-B, LLC (the “ Guaranteeing Subsidiaries ”), subsidiaries of NRG Yield Operating LLC (or its permitted successor), a Delaware limited liability company (the “ Company ”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “ Trustee ”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of August 5, 2014 providing for the issuance of 5.375% Senior Notes due 2024 (the “ Notes ”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Subsidiary Guarantee ”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of Guarantors under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.             NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their

 



 

creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

4.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.             COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

6.             EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

 

8.             RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

2



 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

Dated:  January 29, 2018,

 

 

 

PORTFOLIO SOLAR I, LLC

 

NRG SOLAR LAS VEGAS MB 1 LLC

 

NRG SOLAR STAR LLC

 

NRG SOLAR IGUANA LLC

 

NRG SOLAR TABERNACLE LLC

 

SOLAR FLAGSTAFF ONE LLC

 

SPP ASSET HOLDINGS, LLC

 

SPP FUND II HOLDINGS, LLC

 

SPP FUND III, LLC

 

SPP FUND II, LLC

 

SPP FUND II-B, LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name:  Chad Plotkin

 

 

Title:  Vice President and Treasurer

 

 

 

 

 

 

 

NRG YIELD OPERATING LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name:  Chad Plotkin

 

 

Title:  Senior Vice President, CFO and Treasurer

 

 

 

 

 

 

 

NRG YIELD LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name:  Chad Plotkin

 

 

Title:  Senior Vice President, CFO and Treasurer

 

[ Signature Page to Fifth Supplemental Indenture ]

 



 

 

ALTA WIND 1-5 HOLDING COMPANY, LLC

 

ALTA WIND COMPANY, LLC

 

NRG ENERGY CENTER OMAHA LLC

 

NRG ENERGY CENTER OMAHA HOLDINGS LLC

 

NYLD FUEL CELL HOLDINGS LLC

 

NRG SOUTH TRENT HOLDINGS LLC

 

NRG YIELD DGPV HOLDING LLC

 

NRG YIELD RPV HOLDING LLC

 

UB FUEL CELL, LLC

 

 

 

 

 

 

 

By:

/s/ Christopher S. Sotos

 

 

Name:  Christopher S. Sotos

 

 

Title:  President

 

[ Signature Page to Fifth Supplemental Indenture ]

 



 

 

DELAWARE TRUST COMPANY

 

 

 

 

 

 

 

By:

/s/ Thomas Musarra

 

 

Authorized Signatory:

 

[ Signature Page to Fifth Supplemental Indenture ]

 


 

Exhibit 4.2

 

Execution Version

 

SUPPLEMENTAL INDENTURE

 

SUPPLEMENTAL INDENTURE  (this “ Supplemental Indenture ”), dated as of     January 29, 2018, among Portfolio Solar I, LLC, NRG Solar Las Vegas MB 1 LLC, NRG Solar Star LLC, NRG Solar Iguana LLC, NRG Solar Tabernacle LLC, Solar Flagstaff One LLC, SPP Asset Holdings, LLC, SPP Fund II Holdings, LLC, SPP Fund III, LLC, SPP Fund II, LLC and SPP Fund II-B, LLC (the “ Guaranteeing Subsidiaries ”), subsidiaries of NRG Yield Operating LLC (or its permitted successor), a Delaware limited liability company (the “ Company ”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “ Trustee ”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “ Indenture ”), dated as of August 18, 2016 providing for the issuance of 5.000% Senior Notes due 2026 (the “ Notes ”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Subsidiary Guarantee ”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 

2.             AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors and as such will have all the rights and be subject to all the Obligations and agreements of Guarantors under the Indenture. The Guaranteeing Subsidiaries hereby agree to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.             NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The

 



 

waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

4.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

5.             COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

 

6.             EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

 

7.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

 

8.             RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

2



 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

Dated:  January 29, 2018,

 

 

PORTFOLIO SOLAR I, LLC

 

NRG SOLAR LAS VEGAS MB 1 LLC

 

NRG SOLAR STAR LLC

 

NRG SOLAR IGUANA LLC

 

NRG SOLAR TABERNACLE LLC

 

SOLAR FLAGSTAFF ONE LLC

 

SPP ASSET HOLDINGS, LLC

 

SPP FUND II HOLDINGS, LLC

 

SPP FUND III, LLC

 

SPP FUND II, LLC

 

SPP FUND II-B, LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name: Chad Plotkin

 

 

Title: Vice President and Treasurer

 

 

 

 

 

 

 

NRG YIELD OPERATING LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name: Chad Plotkin

 

 

Title: Senior Vice President, CFO and Treasurer

 

 

 

 

 

 

 

NRG YIELD LLC

 

 

 

 

 

 

 

By:

/s/ Chad Plotkin

 

 

Name: Chad Plotkin

 

 

Title: Senior Vice President, CFO and Treasurer

 

[ Signature Page to First Supplemental Indenture ]

 



 

 

ALTA WIND 1-5 HOLDING COMPANY, LLC

 

ALTA WIND COMPANY, LLC

 

NRG ENERGY CENTER OMAHA LLC

 

NRG ENERGY CENTER OMAHA HOLDINGS LLC

 

NYLD FUEL CELL HOLDINGS LLC

 

NRG SOUTH TRENT HOLDINGS LLC

 

NRG YIELD DGPV HOLDING LLC

 

NRG YIELD RPV HOLDING LLC

 

UB FUEL CELL, LLC

 

 

 

 

 

 

 

By:

/s/ Christopher S. Sotos

 

 

Name: Christopher S. Sotos

 

 

Title: President

 

[ Signature Page to First Supplemental Indenture ]

 



 

 

DELAWARE TRUST COMPANY

 

 

 

 

 

 

 

By:

/s/ Thomas Musarra

 

 

Authorized Signatory:

 

[ Signature Page to First Supplemental Indenture ]