FORWARD-LOOKING STATEMENTS
This prospectus, any related prospectus supplement, and the documents incorporated by reference herein and therein, include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this prospectus, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as “believes,” “plans,” “intends,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “projection,” “target,” “goal,” “objective,” “outlook” and similar expressions), are forward-looking statements. These factors, risks and uncertainties include, but are not limited to, the following:
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Potential risks related to the Pacific Gas and Electric Company bankruptcy;
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Our ability to maintain and grow our quarterly dividend;
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Potential risks related to our relationships with Global Infrastructure Investors III, LLC (“GIP”) and Clearway Energy Group LLC (“CEG”), including our ability to acquire assets from GIP or CEG;
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Potential risks related to COVID-19 or any other pandemic;
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Our ability to successfully identify, evaluate and consummate acquisitions from third parties;
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Our ability to raise additional capital due to our indebtedness, corporate structure, market conditions or otherwise;
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Changes in law, including judicial decisions;
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Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions (including wind and solar conditions), catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;
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Our ability to operate our businesses efficiently, manage maintenance capital expenditures and costs effectively, and generate earnings and cash flows from our asset-based businesses in relation to our debt and other obligations;
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The willingness and ability of counterparties to our offtake agreements to fulfill their obligations under such agreements;
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Our ability to enter into contracts to sell power and procure fuel on acceptable terms and prices as current offtake agreements expire;
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Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws;
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Operating and financial restrictions placed on us that are contained in the project-level debt facilities and other agreements of certain subsidiaries and project-level subsidiaries generally, in the Clearway Energy Operating LLC (“Clearway Operating LLC”) amended and restated revolving credit facility, in the indentures governing the $600.0 million aggregate principal amount of Clearway Operating LLC’s 5.750% unsecured senior notes due 2025, the $350.0 million aggregate principal amount of Clearway Operating LLC’s 5.00% unsecured senior notes due 2026, and the $850.0 million aggregate principal amount of Clearway Operating LLC’s 4.750% unsecured senior notes due 2028;
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Cyber terrorism and inadequate cybersecurity, or the occurrence of a catastrophic loss and the possibility that we may not have adequate insurance to cover losses resulting from such hazards or the inability of our insurers to provide coverage;