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We refer you to "Underwriting" beginning on page 82 of this prospectus for additional information regarding underwriter compensation and expenses of the offering.

SUMMARY

              The following summary contains basic information about us and this offering, but does not contain all the information that may be important to you. This summary is not complete and does not contain all information you should consider before investing in our Class A common stock. For a more complete understanding of this offering, we encourage you to read carefully this entire prospectus and the documents incorporated by reference in this prospectus, including the financial statements and related notes thereto, and the information set forth under the headings "Risk Factors" in this prospectus, and "Risk Factors" in our 2013 Annual Report, which is incorporated herein by reference, before deciding to invest in our Class A common stock. In addition, certain statements in this prospectus and the documents incorporated herein by reference are forward-looking statements which involve risks and uncertainties. See "Forward-Looking Statements." Unless otherwise specifically indicated, all information in this prospectus assumes the underwriters' option to purchase additional shares of our Class A common stock is not exercised. Unless the context provides otherwise, references herein to "we," "our," "the Company" and "Yield" refer to Yield Inc., together with its consolidated subsidiaries, including Yield LLC and Yield Operating LLC.

About NRG Yield, Inc.

              We are a dividend growth-oriented company formed to serve as the primary vehicle through which NRG Energy, Inc. (NYSE: NRG) owns, operates and acquires contracted renewable and conventional generation and thermal infrastructure assets. We believe we are well positioned to be a premier company for investors seeking stable and growing dividend income from a diversified portfolio of lower-risk high-quality assets. We intend to take advantage of favorable trends in the power generation industry including the growing construction of contracted generation that can replace aging or uneconomic facilities in competitive markets and the demand by utilities for renewable generation to meet their state's RPS. To that end, we believe that our cash flow profile, coupled with our scale, diversity and low cost business model, offers us a lower cost of capital than that of a traditional independent power producer and provide us with a significant competitive advantage to execute our growth strategy.

              With this business model, our objective is to pay a consistent and growing cash dividend to holders of our Class A common stock that is sustainable on a long-term basis. We intend to cause Yield LLC to make regular quarterly cash distributions to its members in an amount equal to the cash available for distribution generated during a given quarter, less reserves for the prudent conduct of our business, and to use the amount distributed to Yield Inc. to pay regular quarterly dividends to holders of our Class A common stock. We focus on high-quality, newly constructed and long-life facilities with credit-worthy counterparties that we expect will produce stable long-term cash flows. We believe that, given our expected ability to acquire assets with characteristics similar to those in our current portfolio, including the ROFO Assets, we will have the opportunity to grow our cash available for distribution in a manner that would allow us to further increase our cash dividends over time.

              Pursuant to our dividend policy, we intend to pay a cash dividend each quarter to holders of our Class A common stock. Our dividend policy reflects a basic judgment that holders of our Class A common stock will be better served by distributing all of the cash distributions received from Yield LLC each quarter in the form of a quarterly dividend rather than retaining it. On May 5, 2014, we declared a quarterly dividend of $0.35 per share ($1.40 per share annualized) on our outstanding Class A common stock payable on June 16, 2014 to holders of record on June 2, 2014. See "Cash Dividend Policy" for a description of our dividend history.

Current Operations

              We own a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the United States. Our contracted generation portfolio includes four natural gas or dual-fired facilities, 10 utility-scale solar and wind generation facilities and two portfolios of distributed solar facilities that collectively represent 1,914 net MW. Each of these assets sells substantially all of its output pursuant to long-term, fixed price offtake agreements with credit-worthy counterparties. The average remaining contract duration of these offtake agreements was approximately 17 years as of June 30, 2014 based on cash available for distribution. We also own thermal infrastructure assets with an aggregate steam and chilled water capacity of 1,346 net MWt and electric generation capacity of 123 net MW. These thermal infrastructure assets provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.

              The following table provides an overview of our assets:

              The following table summarizes our thermal steam and chilled water facilities:

Growth Strategy

              We believe that we are well positioned to grow our business through cash-accretive acquisitions from NRG and other third parties that will complement our existing portfolio, increase our cash available for distribution and enable us to increase our dividend per share.

              Pursuant to the terms of our ROFO Agreement with NRG, NRG granted us a right of first offer to acquire the ROFO Assets if, and to the extent, NRG elects to sell any of these assets prior to July 16, 2018. NRG has also indicated that it intends to present us with additional acquisition

opportunities that are not covered by the ROFO Agreement. On May 5, 2014, Yield Operating LLC entered into a definitive agreement with NRG to purchase (i) Natural Gas Repowering LLC, which indirectly owns the 550 net MW El Segundo Energy Center facility ("El Segundo Energy Center") through West Holdings LLC, (ii) NRG Solar Mayfair LLC, which indirectly owns the 20 net MW TA-High Desert facility ("TA-High Desert") through TA-High Desert LLC and (iii) NRG Solar Kansas South Holdings LLC, which indirectly owns the 20 net MW Kansas South facility ("Kansas South," and together with El Segundo Energy Center and TA-High Desert, the "Acquired ROFO Assets") through NRG Solar Kansas South LLC. We refer to the acquisition of the Acquired ROFO Assets as the "Drop-Down Transactions." We closed the Drop-Down Transactions on June 30, 2014. The table below lists the remaining ROFO Assets:

		Asset		Fuel Type		Net Capacity (MW)(1)			COD		Offtake (Term/Offtaker)
		CVSR(2) Ivanpah(3) Agua Caliente(4)		Solar Solar Solar			128 193 148		2013 2013 2013		25-year PPA/PG&E 20 - 25-year PPA/PG&E and SCE 25-year PPA/PG&E

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              In addition to the ROFO Assets, NRG acquired substantially all of the assets of Edison Mission Energy ("EME") on April 1, 2014. NRG has stated publicly that it intends to offer us certain of the EME assets that it believes fit within our asset portfolio (the "EME-NYLD-Eligible Assets"). NRG is not obligated to sell the remaining ROFO Assets or the EME-NYLD-Eligible Assets to us, and, if offered to us, we cannot be sure whether these assets will be offered on acceptable terms or that we will choose to consummate such acquisitions.

              We cannot assure you that we will be successful in consummating these acquisition opportunities. These acquisition opportunities may be subject to additional regulatory or third-party approvals, which could prevent or delay closing, even if we and NRG are able to agree upon terms. Even if consummated, these acquisitions may not prove to be accretive to our operating results, cash available for distribution or dividends per share. Individual acquisitions may not generate the benefits anticipated as a result of incorrect assumptions in our evaluation of the acquired assets, unforeseen consequences or other external events beyond our control. See "Risk Factors—We may not be able to effectively identify or consummate any future acquisitions on favorable terms, or at all."

              On June 3, 2014, we entered into an agreement to acquire the 947 MW Alta Wind portfolio located in Tehachapi, California and a portfolio of land leases associated with the Alta Wind portfolio (the "Alta Wind Portfolio"). We refer to the acquisition of the Alta Wind Portfolio as the "Alta Acquisition." We cannot assure you that we will be successful in consummating the Alta Acquisition. The Alta Acquisition is subject to additional regulatory and third-party approvals, which could prevent or delay closing. See "—Recent Developments," "Risk Factors—There can be no assurance that the Alta Acquisition will be consummated on the terms or timetable currently anticipated or at all, and the closing of this offering is not conditioned on the consummation of the Alta Acquisition."

              The table below lists the assets to be acquired in the Alta Acquisition:

Business Strategy

              Our primary business strategy is to focus on the acquisition and ownership of assets with minimal long-term price or volumetric offtake risk in order that we may be able to increase the cash dividends on our Class A common stock over time without compromising the ongoing stability of our business. Our plan for executing this strategy includes the following key components:

              Focus on contracted renewable energy and conventional generation and thermal infrastructure assets. We own and operate renewable energy and natural gas-fired generation, thermal and other infrastructure assets with proven technologies, low operating risks and stable cash flows. We believe by focusing on this core asset class and leveraging our industry knowledge, we will maximize our strategic opportunities, be a leader in operational efficiency and maximize our overall financial performance.

              Growing the business through acquisitions of contracted operating assets.    We believe that our base of operations and relationship with NRG provide a platform in the power generation and thermal sectors for strategic growth through cash accretive and tax advantaged acquisitions complementary to our existing portfolio. NRG has granted us a right of first offer to acquire the ROFO Assets if and to the extent NRG elects to sell any of these assets prior to July 2018. On June 30, 2014, we purchased from NRG the TA-High Desert, Kansas South, and El Segundo Energy Center facilities. See "—Recent Developments—Drop-Down Transactions." In addition to the ROFO Assets, NRG acquired substantially all of the assets of EME during the second quarter of 2014. NRG has stated publicly its near-term plan to commence offering to us the EME-NYLD-Eligible Assets. NRG is not obligated to sell the remaining ROFO Assets or the EME-NYLD-Eligible Assets to us, and, if offered, we cannot be sure whether these assets will be offered on acceptable terms or that we will choose to consummate such acquisitions. We also expect to have significant opportunities to acquire other generation and thermal infrastructure assets from third parties where we believe our knowledge of the market, operating expertise and access to capital provides us with a competitive advantage.

              Primary Focus on North America.    We intend to primarily focus our investments in North America (including the unincorporated territories of the United States). We believe that industry fundamentals in North America present us with significant opportunity to acquire renewable, natural gas-fired generation and thermal infrastructure assets, without creating significant exposure to currency and sovereign risk. By primarily focusing our efforts on North America, we believe we will best leverage our regional knowledge of power markets, industry relationships and skill sets to maximize value for the stockholders.

              Maintain sound financial practices to grow the dividend.    We intend to maintain a commitment to disciplined financial analysis and a balanced capital structure to enable us to increase our quarterly

dividend over time and serve the long-term interests of our stockholders. Our financial practices include a risk and credit policy focused on transacting with credit-worthy counterparties; a financing policy, which focuses on seeking an optimal capital structure through various capital formation alternatives to minimize interest rate and refinancing risks, ensure stable long-term dividends and maximize value; and a dividend policy that is based on distributing all or substantially all cash available for distribution each quarter that we receive from Yield LLC. We intend to evaluate various alternatives for financing future acquisitions and refinancing of existing project-level debt, in each case, to reduce the cost of debt, extend maturities and maximize cash available for distribution. We believe we have additional flexibility to seek alternative financing arrangements, including, but not limited to, debt financings at a holding company level.

Competitive Strengths

              Stable, high quality cash flows with attractive tax profile.    Our facilities have a highly stable, predictable cash flow profile consisting of predominantly long-life electric generation assets that sell electricity under long-term fixed priced contracts or pursuant to regulated rates with credit-worthy counterparties. Additionally, our facilities have minimal fuel risk. For our four conventional assets, fuel is provided by the toll counterparty or the cost thereof is a pass-through cost under the CfD. Renewable facilities have no fuel costs, and most of our thermal infrastructure assets have contractual or regulatory tariff mechanisms for fuel cost recovery. The offtake agreements for our conventional and renewable generation facilities have a weighted-average remaining duration of approximately 17 years as of June 30, 2014 based on cash available for distribution, providing long-term cash flow stability. Our generation offtake agreements for rated counterparties for whom credit ratings are available have a weighted-average Moody's rating of A3 based on rated capacity under contract. Based on our current portfolio of assets, we do not expect to pay significant federal income tax for a period of approximately ten years. All of our assets are in the United States and accordingly have no currency or repatriation risks.

              High quality, long-lived assets with low operating and capital requirements.    We benefit from a portfolio of relatively newly-constructed assets, with all of our conventional and renewable assets having achieved COD within the past five years. Our assets are comprised of proven and reliable technologies, provided by leading original equipment manufacturers such as General Electric, or GE, Siemens AG, SunPower Corporation, or SunPower, and First Solar Inc., or First Solar. Given the modern nature of the portfolio, which includes a substantial number of relatively low operating and maintenance cost solar generation assets, we expect to achieve high fleet availability and expend modest maintenance-related capital expenditures. Additionally, with the support of services provided by NRG, we expect to continue to implement the same rigorous preventative operating and management practices that NRG uses across its fleet of assets. In 2013, NRG achieved a 0.77 Occupational Safety and Health Administration ("OSHA") recordable rate, which is within the top quartile plant operating performance for its fleet based on applicable OSHA standards. We estimate our solar portfolio has a weighted average remaining expected life (based on rated MW) of approximately 29 years.

              Significant scale and diversity.    We own and operate a large and diverse portfolio of contracted electric generation and thermal infrastructure assets. Our 1,914 net MW contracted generation portfolio benefits from significant diversification in terms of technology, fuel type, counterparty and geography. Our thermal business consists of eleven operations, seven of which are district energy centers that provide steam and chilled water to approximately 690 customers, and four of which provide generation. We believe our scale and access to best practices across the fleet improves our business development opportunities through enhanced industry relationships, reputation and understanding of regional power market dynamics. Furthermore, our diversification reduces our operating risk profile and reliance on any single market.

              Relationship with NRG.    We believe our relationship with NRG provides significant benefits, including management and operational expertise, and future growth opportunities. Our executive officers have considerable experience in owning and operating, as well as developing, acquiring and integrating, generation and thermal infrastructure assets, with, on average, over 15 years in the energy sector:

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NRG Management and Operational Expertise.  We have access to the significant resources of NRG, the largest competitive power generator in the United States, to support the operational, finance, legal, regulatory and environmental aspects, and growth strategy of our business. As such, we believe we avail ourselves of best-in-class resources, including management and operational expertise.



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NRG Asset Development and Acquisition Track Record.  NRG's development and strategic teams are focused on the development and acquisition of renewable and conventional generation assets. They have successfully helped grow NRG's power generation portfolio from 24,370 net MWs at the end of 2009 to 52,466 net MWs as of May 2014.



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NRG Financing Experience.  We believe NRG has demonstrated a successful track record of sourcing attractive low-cost, long duration capital to fund project development and acquisitions. Since 2009, NRG has raised approximately $7 billion in long-term non-recourse project financing for over 20 projects from financial institutions and institutional debt markets as well as under the U.S. DOE loan guarantee program. We expect to realize significant benefits from NRG's financing and structuring expertise as well as its relationships with financial institutions and other lenders.

              Environmentally well-positioned portfolio of assets.    On a net capacity basis, our portfolio of electric generation assets consists of 454 net MW of renewable generation capacity that are non-emitting sources of power generation. Our conventional assets consist of the dual fuel-fired GenConn assets as well as the Marsh Landing simple cycle natural gas-fired peaking generation facility and the El Segundo combined cycle natural gas-fired peaking facility. We do not anticipate having to expend any significant capital expenditures in the foreseeable future to comply with current environmental regulations applicable to our generation assets. Taken as a whole, we believe our strategy will be a net beneficiary of current and potential environmental legislation and regulatory requirements that may serve as a catalyst for capacity retirements and improve market opportunities for environmentally well-positioned assets like our assets once their current offtake agreements expire.

              Thermal infrastructure business has high entry costs.    Significant capital has been invested to construct our thermal infrastructure assets, serving as a barrier to entry in the markets in which such assets operate. As of March 31, 2014, our thermal gross property, plant and equipment was approximately $421 million. Our thermal district energy centers are located in urban city areas, with the chilled water and steam delivery systems located underground. Constructing underground delivery systems in urban areas requires long lead times for permitting, rights of way and inspections and is costly. By contrast, the incremental cost to add new customers in existing markets is relatively low. Once thermal infrastructure is established, we believe it has the ability to retain customers over long periods of time and to compete effectively for additional business against stand-alone on-site heating and cooling generation facilities. Installation of stand-alone equipment can require significant modification to a building as well as significant space for equipment and funding for capital expenditures. Our system technologies often provide economies of scale in terms of fuel procurement, ability to switch between multiple types of fuel to generate thermal energy and fuel conversion efficiency. Our top ten thermal customers, which make up approximately 18% of our consolidated revenues for the twelve months ended December 31, 2013, have had a relationship with us or NRG for an average of over 20 years.

Recent Developments

Drop-Down Transactions

              On May 5, 2014, Yield Operating LLC entered into purchase and sale agreements (collectively, the "Drop-Down Purchase and Sale Agreements") with NRG Gas Development Company, LLC ("NRG Gas") and NRG Solar PV LLC ("NRG Solar" and, together with NRG Gas, the "NRG Sellers"). Each of the NRG Sellers is a wholly-owned subsidiary of NRG. Pursuant to the terms of the Drop-Down Purchase and Sale Agreements, Yield Operating LLC agreed to acquire:

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100% of the membership interests of Natural Gas Repowering LLC, which indirectly owns the El Segundo Energy Center, a 550 MW fast-start, gas-fired facility located in Los Angeles County, California, from NRG Gas;



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100% of the membership interests of NRG Solar Mayfair LLC, which indirectly owns TA-High Desert, a 20 MW solar facility located in Los Angeles County, California, from NRG Solar; and



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100% of the membership interests of NRG Solar Kansas South Holdings LLC, which indirectly owns Kansas South, a 20 MW solar facility located in Kings County, California, from NRG Solar.

              The Drop-Down Acquisitions closed on June 30, 2014. The Drop-Down Transactions represent the first drop-down of assets from NRG to Yield Inc. at an aggregate purchase price, subject to working capital adjustment, of $349 million in total cash consideration, including the assumption of approximately $657 million in project debt.

              The Drop-Down Purchase and Sale Agreements were filed as Exhibits 2.1, 2.2 and 2.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 9, 2014, and this description of the Drop-Down Purchase and Sale Agreements is qualified in its entirety by reference to such exhibits.

Alta Acquisition

              On June 3, 2014, Yield Inc. and Yield Operating LLC entered into a purchase and sale agreement (the "Alta Purchase and Sale Agreement") with Terra-Gen Finance Company, LLC, NTD AWAM Holdings, LLC, CHIPS Alta Wind X Holding Company, LLC and CHIPS Alta Wind XI Holding Company, LLC (collectively, the "Alta Sellers"). Pursuant to the terms of the Alta Purchase and Sale Agreement, we and Yield Operating LLC have agreed to acquire 100% of the membership interests of Alta Wind Asset Management Holdings, LLC, Alta Wind Company, LLC, Alta Wind X Holding Company, LLC and Alta Wind XI Holding Company, LLC, which own the 947 megawatts Alta Wind portfolio located in Tehachapi, California, and a portfolio of land leases associated with the Alta Wind portfolio. The purchase price for the Alta Acquisition is $870 million, plus the assumption of approximately $1.6 billion of non-recourse project financings, subject to customary working capital adjustments. Terra-Gen Operating Company, LLC ("Terra-Gen"), an affiliate of the Alta Sellers, will continue to provide day-to-day operations and maintenance services under a 10-year O&M agreement, which term will automatically extend for additional five-year periods unless either party provides notice of termination at least 90 days prior to the expiration of the then-current term. Pursuant to the terms of such agreement, Terra-Gen will be paid a fixed monthly payment (adjusted annually for changes in GDPIPD) and reimbursed for certain costs incurred.

              The Alta Purchase and Sale Agreement contains customary representations and warranties and covenants by the parties. We and the Alta Sellers are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of

representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

              The Alta Acquisition is subject to customary closing conditions, including the receipt of regulatory approval by the Federal Energy Regulatory Commission, the U.S. Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Act, as well as notice of the acquisition to the California Public Utilities Commission. We intend to fund the purchase price through a combination of newly issued debt, cash on hand and the net proceeds from this offering. We expect the Alta Acquisition to close during the third quarter of 2014.

              The foregoing summary of the Alta Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Alta Purchase and Sale Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 9, 2014, and this description of the Alta Purchase and Sale Agreement is qualified in its entirety by reference to such exhibit.

Senior Notes Acquisition Financing

              We intend to fund the purchase price of the Alta Acquisition through a combination of cash on hand, the net proceeds of this offering and newly issued debt. The consolidated combined pro forma financial information included in this prospectus reflects an assumed issuance of $400 million of newly issued senior notes at an estimated annual interest rate of 5.50%. Based on these estimates, the incurrence of such debt would result in approximately $22.0 million of additional interest expense per year. The actual interest rate may vary from the estimate, and a 0.25% variance in the interest rate would increase or decrease, as applicable, annual pro forma interest expense by approximately $1.0 million. Additionally, the actual amount of debt issued may vary, and a $50.0 million change in the amount of corporate debt issued would increase or decrease, as applicable, annual pro forma interest expense by approximately $2.75 million. To the extent we obtain financing in excess of the amount needed to fund the Alta Acquisition, we will use the excess proceeds from this offering for working capital and general corporate purposes. We do not have any commitments for any such debt financing, and there can be no assurance that it will be available on acceptable terms or at all.

Organizational Structure

              We were formed by NRG as a Delaware corporation on December 20, 2012. On July 22, 2013, we issued 22,511,250 shares of Class A common stock in an initial public offering. We utilized the net proceeds of the initial public offering to acquire 19,011,250 Class A units of Yield LLC from NRG, in return for $395 million and 3,500,000 Class A units of Yield LLC directly from Yield LLC in return for $73 million. In connection with the acquisition of the Class A units, Yield Inc. also became the sole managing member of Yield LLC thereby acquiring a controlling interest in Yield LLC. Currently, we own 34.5% of Yield LLC and consolidate the results of Yield LLC through our controlling interest, with NRG's 65.5% interest shown as noncontrolling interest in the financial statements. The following table summarizes certain relevant aspects of our organizational structure as of March 31, 2014:

              Upon completion of this offering:

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the outstanding shares of Class A common stock will represent an aggregate 43.6% economic voting interest in NRG Yield, Inc. and NRG, through its ownership of shares of Class B common stock, will have an aggregate 56.4% voting interest in NRG Yield, Inc. (or a 44.7% voting interest and a 55.3% voting interest, respectively, if the underwriters exercise in full their option to purchase additional shares of our Class A common stock); and



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the holders of our Class A common stock will own in the aggregate a 43.6% economic interest in our business through our ownership of Class A units of Yield LLC and NRG will own in the aggregate a 56.4% economic interest in our business through its ownership of Class B units of Yield LLC (or a 44.7% economic interest and a 55.3% economic interest, respectively, if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Our Agreements with NRG

              In connection with our initial public offering, we entered into a Management Services Agreement and ROFO Agreement with NRG. Those agreements were entered into subsequent to negotiations between affiliated parties and, consequently, may not be as favorable to us as they might have been if we had negotiated them with an unaffiliated third party. For a more comprehensive discussion of the agreements that we have entered into with NRG and certain of its affiliates, see "Certain Relationships and Related Party Transactions," "Governance of the Company" and "Executive Compensation" in our Proxy Statement for our 2014 annual meeting of stockholders filed with the SEC on March 26, 2014 (our "2014 Proxy Statement"), incorporated herein by reference. For a discussion of the risks related to our relationship with NRG, please read "Risks Related to Our Relationship with NRG" under the caption "Risk Factors" in this prospectus.

Summary of Risk Factors

              We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider these risks, including the risks set forth in the "Risk Factors" section of this prospectus and the "Risk Factors" section of our 2013 Annual Report for a discussion of the factors you should consider before investing in our Class A common stock. Risks related to our business include, among others:

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our cash dividend policy, which targets the distribution of all or substantially all of our cash available for distribution each quarter, may prevent us from growing as fast as businesses that reinvest their available cash to expand ongoing operations;



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if we are unable to replace expiring or terminated offtake agreements with agreements on similar terms or at all, our results of operations and cash flows could be materially and adversely affected. Furthermore, any replacement offtake agreements may have contract prices below today's market prices;



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if we are unable to meet our performance expectations for newly constructed power generation facilities, operate our plants efficiently or manage our capital expenditures, we may be unable to achieve targeted dividend levels for holders of our Class A common stock;



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if we are unable to satisfy financial and other covenants in our existing or future indebtedness, we may be unable to pay cash dividends and may experience an event of default which, if not cured or waived, may entitle our lenders to demand repayment or enforce their security interests, which could have a material adverse effect on our business, financial condition, results of operations and cash flows;



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if we are unable to address additional costs or delays in the construction and operation of new plants, our financial return on these investments may be lower than expected. Alternatively, the completion of such facilities or the distribution of cash by such facilities to us may be delayed;



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if we are unable to consummate the Alta Acquisition on favorable terms or at all, our ability to execute our growth strategy may be impeded and our ability to increase the amount of dividends paid to holders of our Class A common stock may be limited;



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if we are unable to utilize various federal, state and local government incentives to acquire additional renewable assets in the future, or the terms of such incentives are revised in a manner that is less favorable to us, we may suffer a material adverse effect on our business, financial condition, results of operations and cash flows;

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if we experience any unexpected operational or mechanical failures, including failure associated with breakdowns and forced outages, our facilities' generating capacity could be reduced below expected levels, reducing our revenues. These reductions may jeopardize our ability to pay dividends to holders of our Class A common stock at forecasted levels or at all;



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if we experience a failure or delay in the operation or development of the interconnection and transmission facilities that deliver the wholesale power we sell from our electric generation assets to our customers, we may lose revenues;



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failures or delays in the operation of interconnection or transmission facilities;



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our ability to maintain growth while distributing all or substantially all of our cash available for distribution;



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the market price of our Class A common stock may be volatile or may decline, and you may not be able to resell your shares at or above the offering price; and



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our relationship with NRG, as our controlling stockholder, may have the effect of delaying or preventing a change in control of our company or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. Our dependence on the management and administration services to be provided by NRG under the Management Services Agreement and under project level agreements may cause a material adverse effect on our business, financial condition, results of operations and cash flows, in the event NRG fails to perform its obligations under these agreements.

Corporate Information

              Our principal executive offices are located at NRG Yield, Inc., 211 Carnegie Center, Princeton, New Jersey. Our telephone number is (609) 524-4500. Our website is located at http://www.nrgyield.com. We make our periodic reports and other information filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. The SEC maintains an internet site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

JOBS Act

              As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the "JOBS Act"). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we have chosen to "opt out" of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

              An emerging growth company may also take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act");



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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and



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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

              We may take advantage of these provisions until July 22, 2018. However, if certain events occur prior to July 22, 2018, including if we become a "large accelerated filer," our annual gross revenues exceed $1.0 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such period.

              We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

THE OFFERING

              The number of shares of our common stock to be outstanding after this offering is based on 22,511,250 shares of our Class A common stock and 42,738,750 shares of our Class B common stock outstanding as of May 31, 2014 and excludes (i) 42,738,750 shares of our Class A common stock reserved for issuance upon the subsequent exchange of Class B units of Yield LLC that will be outstanding immediately after this offering; (ii) 978,750 shares of our Class A common stock reserved for issuance under our equity-based compensation plans; and (iii) 9,449,447 shares of our Class A common stock reserved for issuance upon conversion of our outstanding 3.50% Convertible Notes. Except as otherwise noted, the number of shares of our common stock to be outstanding after this offering excludes 1,575,000 shares of our Class A common stock which may be issued upon the exercise of the underwriters' option to purchase additional shares.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

              The following table shows summary historical financial data at the dates and for the periods indicated. The summary historical financial data as of and for the years ended December 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements included in our 2013 Annual Report which is incorporated by reference herein. The summary historical financial data as of and for the three months ended March 31, 2013 and 2014 were derived from our unaudited consolidated financial statements included in our quarterly report on Form 10-Q for the three months ended March 31, 2014 (the "First Quarter 10-Q") which is incorporated herein by reference, and include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the financial position and the results of operations for such periods, and results for the interim periods are not necessarily indicative of the results for the full year. For all periods prior to July 22, 2013 (the date we consummated the initial public offering of our Class A common stock), the data below reflects our accounting predecessor which were prepared on a "carve-out" basis from NRG and are intended to represent the financial results of the contracted renewable energy and conventional generation and thermal infrastructure assets that were acquired by Yield LLC on July 22, 2013. For all periods subsequent to the initial public offering, the data below reflect our consolidated financial results. The summary historical financial data are not necessarily indicative of results to be expected in future periods.

              The summary pro forma financial data, for the year ended December 31, 2013 and for the three months ended March 31, 2014 have been derived from the pro forma financial statements included elsewhere in this prospectus. The summary pro forma financial data, for the year ended December 31, 2013 and for the three months ended March 31, 2014, give effect to the Drop-Down Transactions and the Alta Acquisition as if they occurred on January 1, 2013. The summary pro forma balance sheet data, as of March 31, 2014, give effect to the acquisitions as if they occurred on March 31, 2014.

              As described in the notes accompanying the pro forma financial statements, the pro forma financial statements have been prepared using the acquisition method of accounting under existing United States generally accepted accounting principles ("GAAP") and the regulations of the SEC. The Drop-Down Transactions will be accounted for as a transfer of entities under common control and the purchase price will be allocated to the carrying values of the assets acquired and liabilities assumed as of the date of the acquisition. The expected purchase price for the Alta Acquisition will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the date of the acquisition. Valuations necessary to determine the fair value of the assets and liabilities have not been completed and cannot be made prior to the completion of the transaction.

              Accordingly, the pro forma purchase price adjustments are preliminary, subject to future adjustments, and have been made solely for the purpose of providing the unaudited pro forma combined financial information presented herewith. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company's future results of operations and financial position. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the combined company's results of operations and financial position would have been had the Drop-Down Transactions and Alta Acquisition been completed on the dates indicated. Yield Operating LLC could incur significant costs to integrate the businesses. The pro forma financial statements do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the combined company.

              This offering is not conditioned on the prior closing of the Alta Acquisition and we cannot assure you that the transactions will be consummated on the terms or timetable currently contemplated or at all. See "Risk Factors—Risks Related to the Alta Acquisition—There can be no assurance that the Alta Acquisition will be consummated on the terms or timetable currently anticipated or at all, and the closing of this offering is not conditioned on the consummation of the Alta Acquisition."

              The following table should be read together with, and is qualified in its entirety by reference to, the historical consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus, the "Pro Forma Financial Statements" and the accompanying notes appearing elsewhere in this prospectus. Among other things, the historical consolidated statements and Pro Forma Financial Statements include more detailed information regarding the basis of presentation for the information in the following table. The table should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2013 Annual Report and First Quarter 10-Q, which are incorporated herein by reference, and "Certain Relationships and Related Party Transactions—Management Services Agreement" included in our 2014 Proxy Statement, which is incorporated herein by reference.