AI assistant
Clearway Energy, Inc. — Regulatory Filings 2016
Jun 24, 2016
30963_prs_2016-06-24_3dda2b09-c0e0-4985-99b8-55b7f4e0e0f6.zip
Regulatory Filings
Open in viewerOpens in your device viewer
424B3 1 a2229039z424b3.htm 424B3 QuickLinks -- Click here to rapidly navigate through this document
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
TOC_END
Filed Pursuant to Rule 424(b)(3) Registration File No. 333-212096
PROSPECTUS SUPPLEMENT (To Prospectus dated June 17, 2016)
13,068,169 Shares Class C Common Stock
NRG Yield, Inc.
COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="CENTER" COMMAND=ADDING_LINEBREAK
This prospectus supplement supplements the prospectus dated June 17, 2016, of NRG Yield, Inc., which is part of a registration statement on Form S-3 (File No. 333-212096) (the "Prospectus") filed with the Securities and Exchange Commission relating to the public offering and sale of our Class C common stock, par value $0.01 per share (the "Class C common stock"), by the selling stockholders as described therein. This prospectus supplement should be read in conjunction with the Prospectus, as supplemented to date, and this prospectus supplement is qualified by reference to the Prospectus, as supplemented to date, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is provided solely to update the selling stockholder table included in the Prospectus with respect to the principal amount of our 3.25% Convertible Senior Notes due 2020 (the "3.25% Convertible Notes") beneficially owned by LGT Select Convertibles as well as the number of shares of our Class C common stock issuable to LGT Select Convertibles upon conversion of our 3.25% Convertible Notes or otherwise issuable to LGT Select Convertibles on account of the 3.25% Convertible Notes.
This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus dated June 17, 2016, with respect to the securities described above, including any amendments or supplements thereto.
Investing in shares of our Class C common stock involves risks. You should carefully consider the risk factors beginning on page 7 of the Prospectus and set forth in the documents incorporated by reference therein before making any decision to invest in shares of our Class C common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.
BLANK LINE TO FORCE PARA
The date of this prospectus supplement is June 24, 2016.
ZEQ.=1,SEQ=1,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=862573,FOLIO='blank',FILE='DISK122:[16ZBO4.16ZBO77304]BC77304A.;9',USER='CHE105614',CD='23-JUN-2016;20:41' THIS IS THE END OF A COMPOSITION COMPONENT
COMMAND=ADD_BASECOLOR,"Black" COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;"
TOC_END
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is being filed to amend, supplement and correct the information that appears under the caption "Selling Stockholders" in the Prospectus. Capitalized terms that are not defined in this prospectus supplement are defined in the Prospectus.
S-1
ZEQ.=1,SEQ=2,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=684373,FOLIO='S-1',FILE='DISK122:[16ZBO4.16ZBO77304]DA77304A.;5',USER='CHE105614',CD='23-JUN-2016;20:41'
SELLING STOCKHOLDERS
We originally issued the 3.25% Convertible Notes in a transaction exempt from the registration requirements of the Securities Act. Selling stockholders, including their transferees, pledgees or donees or their successors (all of whom may be selling stockholders), may from time to time offer and sell pursuant to this prospectus any or all of the Class C common stock into which the 3.25% Convertible Notes are convertible or otherwise issuable on account of the notes. When we refer to the "selling stockholders" in this prospectus, we mean those persons listed in the table below, as well as their transferees, pledges or donees or their successors.
The table below sets forth the name of each selling stockholder, the number of shares of our Class C common stock issued or issuable upon conversion of the 3.25% Convertible Notes or otherwise issuable to the selling stockholder on account of the 3.25% Convertible Notes that may be offered pursuant to this prospectus. Unless set forth below, none of the selling stockholders has had within the past three years any material relationship with us or any of our predecessors or affiliates. The information is based on information provided by or on behalf of the selling stockholders to us in a selling stockholder questionnaire and is as of the date specified by the selling stockholders in such questionnaires. The selling stockholders may offer all, some or none of the Class C common stock into which the 3.25% Convertible Notes are convertible, if and when converted, as well as any other shares of our common stock issuable on account of the 3.25% Convertible Notes to the selling stockholders. We have assumed for purposes of the table below that the selling stockholders will sell all of their Class C common stock issuable upon conversion or otherwise on account of the notes pursuant to this prospectus and that any other shares of Class C common stock beneficially owned by the selling stockholders will continue to beneficially owned by them. In addition, the selling stockholders identified below may have sold, transferred or otherwise disposed of all or a portion of their 3.25% Convertible Notes since the date on which they provided the information regarding their 3.25% Convertible Notes in transactions exempt from the registration requirements of the Securities Act.
COMMAND=ADD_TABLEWIDTH,"140%" User-specified TAGGED TABLE
| Selling Stockholder(1) — 4 Ever Life Insurance Company | Principal Amount of Notes — $ 460,000 | * | 20,909 | 20,909 | | |
|---|---|---|---|---|---|---|
| ACCC Insurance Company | $ 50,000 | * | 2,272 | 2,272 | | |
| AQR Absolute Return Master Account, L.P. | $ 500,000 | * | 22,727 | 22,727 | | |
| AQR Delta Master Account, L.P. | $ 9,500,000 | 3.3 % | 431,817 | 431,817 | | |
| AQR Delta Sapphire Fund, L.P. | $ 875,000 | * | 39,772 | 39,772 | | |
| AQR Delta XN Master Account, L.P. | $ 4,675,000 | 1.6 % | 212,499 | 212,499 | | |
| AQR FundsAQR Multi-Strategy Alternative Fund | $ 4,575,000 | 1.6 % | 207,954 | 207,954 | | |
| AQR Multi-Strategy Fund VI, L.P. | $ 1,250,000 | * | 56,818 | 56,818 | | |
| Arrowgrass Master Fund Ltd. | $ 12,285,000 | 4.3 % | 558,408 | 558,408 | | |
| Calamos Dynamic Convertible and Income Fund | $ 3,400,000 | 1.2 % | 154,545 | 154,545 | | |
| Catholic Mutual Relief Society of America | $ 250,000 | * | 11,363 | 11,363 | | |
| Catholic Mutual Relief Society Retirement Plan and Trust | $ 200,000 | * | 9,090 | 9,090 | | |
end of user-specified TAGGED TABLE
S-2
ZEQ.=2,SEQ=3,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=483247,FOLIO='S-2',FILE='DISK122:[16ZBO4.16ZBO77304]DA77304A.;5',USER='CHE105614',CD='23-JUN-2016;20:41'
COMMAND=ADD_TABLEWIDTH,"140%" User-specified TAGGED TABLE
| Selling Stockholder(1) — Catholic Relief Insurance Company of America | Principal Amount of Notes — $ 90,000 | * | 4,090 | 4,090 | | |
|---|---|---|---|---|---|---|
| Century National Insurance Company | $ 899,000 | * | 40,863 | 40,863 | | |
| CNH CA Master Account, L.P. | $ 400,000 | * | 18,181 | 18,181 | | |
| Deseret Healthcare Employee Benefits Trust | $ 20,000 | * | 909 | 909 | | |
| Deseret Mutual Employee Pension Trust | $ 500,000 | * | 22,727 | 22,727 | | |
| Deseret Mutual Retiree Medical and Life Plan Trust | $ 45,000 | * | 2,045 | 2,045 | | |
| Eastern Alliance Insurance Company | $ 120,000 | * | 5,454 | 5,454 | | |
| Federated Rural Electric Insurance Exchange | $ 260,000 | * | 11,818 | 11,818 | | |
| Florida Peninsula Insurance Company | $ 210,000 | * | 9,545 | 9,545 | | |
| Germantown Insurance Company | $ 50,000 | * | 2,272 | 2,272 | | |
| Grange Mutual Casualty Company | $ 1,290,000 | * | 58,636 | 58,636 | | |
| Guarantee Trust Life Insurance Company | $ 50,000 | * | 2,272 | 2,272 | | |
| Guaranty Income Life Insurance Company | $ 70,000 | * | 3,181 | 3,181 | | |
| HBK Master Fund L.P. | $ 60,950,000 | 21.2 % | 2,783,904 | 2,770,451 | 13,453 | * |
| Integrity Mutual Insurance Company | $ 60,000 | * | 2,727 | 2,727 | | |
| LGT Select Convertibles | $ 1,000,000 | * | 45,454 | 45,454 | | |
| MAG Mutual Insurance Company | $ 160,000 | * | 7,272 | 7,272 | | |
| Michigan Professional Insurance Exchange | $ 135,000 | * | 6,136 | 6,136 | | |
| MMIC Insurance Inc. | $ 130,000 | * | 5,909 | 5,909 | | |
| PA Underground Storage Tank Indemnification Fund | $ 35,000 | * | 1,590 | 1,590 | | |
| Philadelphia Contributionship Insurance Company | $ 35,000 | * | 1,590 | 1,590 | | |
| PLIC Convertible Wilton Re BERM | $ 160,000 | * | 7,272 | 7,272 | | |
| PLIC Convertible Wilton Re US | $ 220,000 | * | 9,999 | 9,999 | | |
| PLICNY Convertible Wilton Re NY | $ 135,000 | * | 6,136 | 6,136 | | |
| Premera Blue Cross | $ 3,595,000 | 1.3 % | 163,408 | 163,408 | | |
| Principal Funds, Inc.Global Multi-Strategy Fund | $ 225,000 | * | 10,227 | 10,227 | | |
| Protective Insurance Company | $ 145,000 | * | 6,590 | 6,590 | | |
| Quincy Mutual Fire Insurance Company | $ 155,000 | * | 7,045 | 7,045 | | |
| San Francisco Employees' Retirement System | $ 340,000 | * | 15,454 | 15,454 | | |
end of user-specified TAGGED TABLE
S-3
ZEQ.=3,SEQ=4,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=985846,FOLIO='S-3',FILE='DISK122:[16ZBO4.16ZBO77304]DA77304A.;5',USER='CHE105614',CD='23-JUN-2016;20:41'
COMMAND=ADD_TABLEWIDTH,"140%" User-specified TAGGED TABLE
| Selling Stockholder(1) — State National Insurance Company TBA | Principal Amount of Notes — $ 10,000 | * | 454 | 454 | | |
|---|---|---|---|---|---|---|
| Sunrise Partners Limited Partnership | $ 9,960,000 | 3.5 % | 473,527 | 452,726 | 20,801 | * |
| UMIA Insurance Inc. | $ 75,000 | * | 3,409 | 3,409 | | |
| Virginia Retirement System | $ 3,345,000 | 1.2 % | 152,045 | 152,045 | | |
| Wisconsin Mutual Insurance Company | $ 90,000 | * | 4,090 | 4,090 | | |
end of user-specified TAGGED TABLE COMMAND=ADD_LINERULETXT,NOSHADE COLOR="#000000" SIZE="1.0PT" WIDTH="26%" ALIGN="LEFT"
- Less than 1%. (1) Information regarding the selling stockholders may change from time to time. Any such changed information will be set forth in supplements to this prospectus if required. (2) Assumes for each $1,000 in principal amount of notes a maximum of 45.4545 shares of Class C common stock could be received upon conversion or otherwise on account of the notes. The conversion rate is subject to adjustment as described in the indenture. As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. Excludes fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from the conversion of the notes. (3) Based on an estimate of 62,784,250 shares of Class C common stock outstanding as of June 17, 2016. In calculating this amount for each holder, we treated as outstanding the number of shares of Class C common stock issuable on account of all of that holder's notes, but we did not assume conversion of any other holder's notes.
Information concerning the selling stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus if and when necessary. Similarly, holders of 3.25% Convertible Notes not identified in this prospectus as selling stockholders may be identified, and corresponding information regarding an offer of Class C common stock by them included, in supplements to this prospectus if and when necessary.
In addition, the conversion price, and therefore, the number of shares of common stock issuable upon conversion of the notes, is subject to adjustment in certain circumstances. Accordingly, the aggregate principal amount of notes and the number of shares of common stock into which the notes are convertible may increase or decrease. The conversion rate for the 3.25% Convertible Notes initially equals 36.3636 shares of common stock per $1,000 in principal amount of 3.25% Convertible Notes. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. The indenture governing the 3.25% Convertible Notes provides, among other things, that the conversion rate will be adjusted:
S-4
ZEQ.=4,SEQ=5,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=460585,FOLIO='S-4',FILE='DISK122:[16ZBO4.16ZBO77304]DA77304A.;5',USER='CHE105614',CD='23-JUN-2016;20:41'
In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 3.25% Convertible Notes in connection with such make-whole fundamental change. A "make-whole fundamental change" includes:
Notwithstanding the foregoing, in no event will the conversion rate be increased in excess of 45.4545 shares per $1,000 principal amount of 3.25% Convertible Notes as a result of a "make-whole fundamental change."
S-5
ZEQ.=5,SEQ=6,EFW="2229039",CP="NRG YIELD, INC.",DN="1",CHK=119410,FOLIO='S-5',FILE='DISK122:[16ZBO4.16ZBO77304]DA77304A.;5',USER='CHE105614',CD='23-JUN-2016;20:41' THIS IS THE END OF A COMPOSITION COMPONENT
QuickLinks
TOC_BEGIN
TOC_BEGIN ABOUT THIS PROSPECTUS SUPPLEMENT SELLING STOCKHOLDERS SEQ=,FILE='QUICKLINK',USER=BFLANNO,SEQ=,EFW="2229039",CP="NRG YIELD, INC.",DN="1" TOCEXISTFLAG