UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
| CLEARWAY ENERGY, INC. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 18539C105 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Atlas Master Fund, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 167,697 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 167,697 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 167,697 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 2 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Atlas Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 167,697 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 167,697 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 167,697 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.5% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 3 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo PPF Credit Strategies, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 116,103 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 116,103 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 116,103 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 4 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Credit Strategies Master Fund Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,375,935 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,375,935 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,375,935 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 4.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| CO | ||
| Page 5 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo ST Fund Management LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,375,935 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,375,935 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,375,935 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 4.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 6 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo ST Operating LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,375,935 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,375,935 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,375,935 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 4.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| PN | ||
| Page 7 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo ST Capital LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,375,935 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,375,935 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,375,935 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 4.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 8 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| ST Management Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,375,935 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,375,935 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,375,935 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 4.0% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 9 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| AP Kent Credit Master Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 10,275 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 10,275 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 10,275 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%* | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
* Rounds to less than 0.1%.
| Page 10 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| AP Kent Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 10,275 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 10,275 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 10,275 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%* | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
* Rounds to less than 0.1%.
| Page 11 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo TR Opportunistic Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 120,222 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 120,222 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 120,222 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| CO | ||
| Page 12 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Total Return Master Fund LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 120,222 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 120,222 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 120,222 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| PN | ||
| Page 13 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Total Return Management LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 120,222 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 120,222 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 120,222 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 14 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Total Return Master Fund Enhanced LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Cayman Islands | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 120,222 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 120,222 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 120,222 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| PN | ||
| Page 15 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Total Return Enhanced Management LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 120,222 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 120,222 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 120,222 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.3% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 16 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Credit Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 7,013 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 7,013 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 7,013 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%* | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
* Rounds to less than 0.1%.
| Page 17 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Capital Credit Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 7,013 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 7,013 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 7,013 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.0%* | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
* Rounds to less than 0.1%.
| Page 18 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo SA Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 19,210 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 19,210 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 19,210 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 0.1% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 19 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Capital Management, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,960,737 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,960,737 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,960,737 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.7% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| PN | ||
| Page 20 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Capital Management GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,960,737 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,960,737 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,960,737 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.7% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 21 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Management Holdings, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,960,737 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,960,737 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,960,737 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.7% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| PN | ||
| Page 22 of 34 |
| CUSIP No. 18539C105 |
| 1 | Name of Reporting PersonS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Apollo Management Holdings GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | |
| (a) ¨ | ||
| (b) ¨ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENship or place of organization | |
| Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power |
| 6 | shared voting power | |
| 1,960,737 shares | ||
| 7 | sole dispositive power | |
| 8 | shared dispositive power | |
| 1,960,737 shares |
| 9 | aggregate amount beneficially owned by each reporting person | |
| 1,960,737 shares | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 5.7% | ||
| 12 | TYPE OF REPORTING PERSON (See Instructions) | |
| OO | ||
| Page 23 of 34 |
| Item 1. | (a) | Name of Issuer |
Clearway Energy, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
804 Carnegie Center
Princeton, New Jersey 08540
| Item 2. | (a) | Name of Person Filing |
This statement is filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”), (ii) Apollo Atlas Management, LLC (“Atlas Management”), (iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”), (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”), (v) Apollo ST Fund Management LLC (“ST Management”), (vi) Apollo ST Operating LP (“ST Operating”), (vii) Apollo ST Capital LLC (“ST Capital”), (viii) ST Management Holdings, LLC (“ST Management Holdings”), (ix) AP Kent Credit Master Fund, L.P. (“Kent Credit”), (x) AP Kent Management LLC (“Kent Management”), (xi) Apollo Credit Management, LLC (“ACM LLC”), (xii) Apollo Capital Credit Management, LLC (“ACCM LLC”), (xiii) Apollo SA Management, LLC (“SA Management”), (xiv) Apollo TR Opportunistic Ltd. (“TR Opportunistic”), (xv) Apollo Total Return Master Fund LP (“TR Master Fund”), (xvi) Apollo Total Return Management LLC (“TR Management”), (xvii) Apollo Total Return Master Fund Enhanced LP (“TR Enhanced”), (xviii) Apollo Total Return Enhanced Management LLC (“TR Enhanced Management”), (xix) Apollo Capital Management, L.P. (“Capital Management”), (xx) Apollo Capital Management GP, LLC (“Capital Management GP”), (xxi) Apollo Management Holdings, L.P. (“Management Holdings”), and (xxii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
Atlas, PPF Credit Strategies, Credit Strategies, Kent Credit and TR Opportunistic each hold shares of Common Stock of the Issuer.
Atlas Management serves as the investment manager of Atlas.
Apollo PPF Credit Strategies Management, LLC serves as the investment manager of PPF Credit Strategies. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital.
Kent Management serves as the investment manager of Kent Credit. PPF Management serves as the investment management of PPF Credit Strategies.
TR Master Fund and TR Enhanced are the shareholders of TR Opportunistic. TR Management serves as the investment manager for TR Master Fund and TR Enhanced Management serves as the investment manager for TR Enhanced.
ACM LLC provides investment management services for Franklin K2 Long Short Credit Fund (“Franklin K2”). ACCM LLC is the sole member of ACM LLC. SA Management provides investment management services for Franklin Templeton Investment Funds (“FTIF Franklin”) and Franklin Alternative Strategies Fund (“FASF Franklin”).
| Page 24 of 34 |
Capital Management serves as the sole member of Atlas Management, Kent Management, ACCM LLC and SA Management, and the sole member and manager of ST Management Holdings, TR Management and TR Enhanced Management, and provides investment management services for K2 Apollo Credit Master Fund Ltd (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of Credit Strategies, TR Management, TR Opportunistic, TR Master Fund and TR Enhanced is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands.
The address of the principal business office of each of PPF Credit Strategies, Kent Credit and Atlas is One Manhattanville Road, Suite 201, Purchase, New York 10577.
The address of the principal business office of each of ST Management, ST Operating, ST Capital, ST Management Holdings, Kent Management, Atlas Management, TR Enhanced Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
| (c) | Citizenship |
Credit Strategies, ST Management Holdings and TR Opportunistic are exempted companies incorporated in the Cayman Islands with limited liability. ST Operating, Capital Management and Management Holdings are each Delaware limited partnerships. Kent Credit, Atlas, TR Master Fund and TR Enhanced are each exempted limited partnerships registered in the Cayman Islands. PPF Credit Strategies, ST Management, ST Capital, TR Management, TR Enhanced Management, ACM LLC, ACCM LLC, SA Management, Kent Management, Atlas Management, Capital Management GP, and Management Holdings GP are each Delaware limited liability companies.
| (d) | Title of Class of Securities |
Class A Common Stock, par value $0.01 per share (the “Common Stock”)
| (e) | CUSIP Number |
18539C105
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Page 25 of 34 |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
| Atlas | 167,697 | |||
| Atlas Management | 167,697 | |||
| PPF Credit Strategies | 116,103 | |||
| Credit Strategies | 1,375,935 | |||
| ST Management | 1,375,935 | |||
| ST Operating | 1,375,935 | |||
| ST Capital | 1,375,935 | |||
| ST Management Holdings | 1,375,935 | |||
| Kent Credit | 10,275 | |||
| Kent Management | 10,275 | |||
| TR Opportunistic | 120,222 | |||
| TR Master Fund | 120,222 | |||
| TR Management | 120,222 | |||
| TR Enhanced | 120,222 | |||
| TR Enhanced Management | 120,222 | |||
| ACM LLC | 7,013 | |||
| ACCM LLC | 7,013 | |||
| SA Management | 19,210 | |||
| Capital Management | 1,960,737 | |||
| Capital Management GP | 1,960,737 | |||
| Management Holdings | 1,960,737 | |||
| Management Holdings GP | 1,960,737 |
The number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of December 31, 2022.
The number of shares of Common Stock reported as beneficially owned by ACM LLC and ACCM LLC are held by Franklin K2, for which ACM LLC has the authority to vote and to make investment decisions.
The number of shares of Common Stock reported as beneficially owned by SA Management are held by FTIF Franklin and FASF Franklin, for which SA Management has the authority to vote and to make investment decisions.
The number of shares reported as beneficially owned by Capital Management include, among others, 144,282 shares of Common Stock held by K2 Apollo, for which Capital Management has the authority to vote and to make investment decisions.
The shares of Common Stock reported as beneficially owned by Atlas Management, ST Management Holdings, Kent Management, TR Management, TR Enhanced Management, ACCM LLC and SA Management are also included in the shares reported as beneficially owned by Capital Management, Capital Management GP, Management Holdings and Management Holdings GP.
| Page 26 of 34 |
Atlas, PPF Credit Strategies, Credit Strategies, Kent Credit, and TR Opportunistic each disclaim beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. The other Reporting Persons, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
| (b) | Percent of class: |
| Atlas | 0.5 | % | ||
| Atlas Management | 0.5 | % | ||
| PPF Credit Strategies | 0.3 | % | ||
| Credit Strategies | 4.0 | % | ||
| ST Management | 4.0 | % | ||
| ST Operating | 4.0 | % | ||
| ST Capital | 4.0 | % | ||
| ST Management Holdings | 4.0 | % | ||
| Kent Credit | 0.0 | %* | ||
| Kent Management | 0.0 | %* | ||
| TR Opportunistic | 0.3 | % | ||
| TR Master Fund | 0.3 | % | ||
| TR Management | 0.3 | % | ||
| TR Enhanced | 0.3 | % | ||
| TR Enhanced Management | 0.3 | % | ||
| ACM LLC | 0.0 | %* | ||
| ACCM LLC | 0.0 | %* | ||
| SA Management | 0.1 | % | ||
| Capital Management | 5.7 | % | ||
| Capital Management GP | 5.7 | % | ||
| Management Holdings | 5.7 | % | ||
| Management Holdings GP | 5.7 | % |
* Percentage amounts to less than one-tenth of a percent of the outstanding class of common stock.
The percentages are based on 34,599,645 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022.
| Page 27 of 34 |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
0 for all Reporting Persons
| (ii) | Shared power to vote or to direct the vote: |
| Atlas | 167,697 | |||
| Atlas Management | 167,697 | |||
| PPF Credit Strategies | 116,103 | |||
| Credit Strategies | 1,375,935 | |||
| ST Management | 1,375,935 | |||
| ST Operating | 1,375,935 | |||
| ST Capital | 1,375,935 | |||
| ST Management Holdings | 1,375,935 | |||
| Kent Credit | 10,275 | |||
| Kent Management | 10,275 | |||
| TR Opportunistic | 120,222 | |||
| TR Master Fund | 120,222 | |||
| TR Management | 120,222 | |||
| TR Enhanced | 120,222 | |||
| TR Enhanced Management | 120,222 | |||
| ACM LLC | 7,013 | |||
| ACCM LLC | 7,013 | |||
| SA Management | 19,210 | |||
| Capital Management | 1,960,737 | |||
| Capital Management GP | 1,960,737 | |||
| Management Holdings | 1,960,737 | |||
| Management Holdings GP | 1,960,737 |
| (iii) | Sole power to dispose or to direct the disposition of: |
0 for all Reporting Persons
| (iv) | Shared power to dispose or to direct the disposition of: |
| Atlas | 167,697 | |||
| Atlas Management | 167,697 | |||
| PPF Credit Strategies | 116,103 | |||
| Credit Strategies | 1,375,935 | |||
| ST Management | 1,375,935 | |||
| ST Operating | 1,375,935 | |||
| ST Capital | 1,375,935 | |||
| ST Management Holdings | 1,375,935 | |||
| Kent Credit | 10,275 | |||
| Kent Management | 10,275 | |||
| TR Opportunistic | 120,222 | |||
| TR Master Fund | 120,222 | |||
| TR Management | 120,222 | |||
| TR Enhanced | 120,222 | |||
| TR Enhanced Management | 120,222 | |||
| ACM LLC | 7,013 | |||
| ACCM LLC | 7,013 | |||
| SA Management | 19,210 | |||
| Capital Management | 1,960,737 | |||
| Capital Management GP | 1,960,737 | |||
| Management Holdings | 1,960,737 | |||
| Management Holdings GP | 1,960,737 |
| Page 28 of 34 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
[The remainder of this page intentionally left blank.]
| Page 29 of 34 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
| APOLLO ATLAS MASTER FUND, LLC | ||||
| By: | Apollo Atlas Management, LLC, | |||
| its investment manager | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO ATLAS MANAGEMENT, LLC | ||||
| By: | Apollo Capital Management, L.P., | |||
| its sole member | ||||
| By: | Apollo Capital Management GP, LLC, | |||
| its general partner | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| Apollo PPF Credit Strategies, LLC | ||||
| By: | Apollo PPF Credit Strategies Management, LLC, | |||
| its investment manager | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO CREDIT STRATEGIES MASTER FUND LTD. | |||
| By: | Apollo ST Fund Management LLC, | ||
| its investment manager | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| Page 30 of 34 |
| APOLLO ST FUND MANAGEMENT LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO ST OPERATING LP | |||
| By: | Apollo ST Capital LLC, | ||
| its general partner | |||
| By: | /s/ John Suydam | ||
| Name: | John Suydam | ||
| Title: | Vice President | ||
| APOLLO ST CAPITAL LLC | |||
| By: | /s/ John Suydam | ||
| Name: | John Suydam | ||
| Title: | Vice President | ||
| ST MANAGEMENT HOLDINGS, LLC | |||
| By: | /s/ John Suydam | ||
| Name: | John Suydam | ||
| Title: | Vice President | ||
| AP KENT CREDIT MASTER FUND, L.P. | |||
| By: | AP Kent Advisors, L.P., | ||
| its General Partner | |||
| By: AP Kent Advisors GP, LLC, | |||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President and Secretary | ||
| AP KENT MANAGEMENT, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President and Secretary | ||
| Page 31 of 34 |
| APOLLO TR OPPORTUNISTIC LTD. | |||||
| By: | Apollo Total Return Master Fund LP, | ||||
| its shareholder | |||||
| By: | Apollo Total Return Advisors LP, | ||||
| its general partner | |||||
| By: | Apollo Total Return Advisors GP LLC, | ||||
| its general partner | |||||
| By: | /s/ William Kuesel | ||||
| Name: | William Kuesel | ||||
| Title: | Vice President | ||||
| By: | Apollo Total Return Master Fund Enhanced LP, | ||||
| its shareholder | |||||
| By: | Apollo Total Return Enhanced Advisors LP, | ||||
| its general partner | |||||
| By: | Apollo Total Return Enhanced Advisors GP LLC, | ||||
| its general partner | |||||
| By: | /s/ William Kuesel | ||||
| Name: | William Kuesel | ||||
| Title: | Vice President | ||||
| APOLLO TOTAL RETURN MASTER FUND LP | |||||
| By: | Apollo Total Return Advisors LP, | ||||
| its general partner | |||||
| By: | Apollo Total Return Advisors GP LLC, | ||||
| its general partner | |||||
| By: | /s/ William Kuesel | ||||
| Name: | William Kuesel | ||||
| Title: | Vice President | ||||
| APOLLO TOTAL RETURN MANAGEMENT LLC | |||||
| By: | /s/ William Kuesel | ||||
| Name: | William Kuesel | ||||
| Title: | Vice President | ||||
| Page 32 of 34 |
| APOLLO TOTAL RETURN MASTER FUND ENHANCED LP | ||||
| By: | Apollo Total Return Enhanced Advisors LP, | |||
| its general partner | ||||
| By: | Apollo Total Return Enhanced Advisors GP LLC, | |||
| its general partner | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO TOTAL RETURN ENHANCED MANAGEMENT LLC | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO CREDIT MANAGEMENT, LLC | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO CAPITAL CREDIT MANAGEMENT, LLC | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| APOLLO SA MANAGEMENT, LLC | ||||
| By: | /s/ William Kuesel | |||
| Name: | William Kuesel | |||
| Title: | Vice President | |||
| Page 33 of 34 |
| APOLLO CAPITAL MANAGEMENT, L.P. | |||
| By: | Apollo Capital Management GP, LLC, | ||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO CAPITAL MANAGEMENT GP, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC, | ||
| its general partner | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS GP, LLC | |||
| By: | /s/ William Kuesel | ||
| Name: | William Kuesel | ||
| Title: | Vice President | ||
| Page 34 of 34 |