Clearway Energy, Inc. has agreed to acquire a portfolio of battery energy storage facilities in Utah for a base price of approximately $119 million in cash. The transaction, disclosed in an 8-K filing on October 7, 2026, involves the purchase of membership interests from an affiliate of Clearway Energy Group LLC, marking a significant internal realignment of the company's renewable energy assets.
On October 1, 2026, Honeycomb 2 Purchaser LLC, a subsidiary of Clearway Energy, entered into a Membership Interest Purchase Agreement with Honeycomb 2 CE Seller LLC, an affiliate of Clearway Energy Group LLC. Under the terms of the agreement, the purchaser will acquire limited liability company membership interests in Honeycomb 2 TargetCo LLC. This target entity is set to become the indirect owner of all limited liability company interests in three specific project companies: Escalante BESS II LLC, Escalante BESS III LLC, and Granite Mountain BESS West LLC.
The assets comprise three battery energy storage facilities and associated infrastructure located in Beaver County and Iron County, Utah. Together, these facilities represent an aggregate capacity of approximately 210 megawatts. The base purchase price is subject to adjustments based on a financial model designed to achieve certain minimum economic thresholds. The agreement includes customary representations, warranties, and covenants, as well as mutual indemnification obligations for breaches and third-party claims.
Upon closing, Honeycomb 2 Purchaser LLC will own 100% of the class A units of the Target Company. Clearway Renew LLC, a wholly owned subsidiary of Clearway Energy Group LLC and the parent company of the seller, will retain 100% of the class C units. The closing is contingent on the satisfaction or waiver of customary conditions and certain third-party actions. The parties expect the transaction to close during the fourth quarter of 2027.
The full text of the Membership Interest Purchase Agreement is filed as Exhibit 10.1 to the current report. Certain portions of the exhibit have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv), as the omitted information is deemed not material and could cause competitive harm if disclosed. Clearway Energy has agreed to provide an unredacted copy to the U.S. Securities and Exchange Commission upon request. The report was signed by Michael A. Brown, Senior Vice President, General Counsel and Corporate Secretary.