NRG Yield,Inc. (NYSE:NYLD) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 Entry Into a Material Definitive Agreement.

Second Amendment to NRG Yield LLC and NRG Yield Operating LLC Revolving Credit Facility

On February6, 2018, NRG Yield Operating LLC (“Yield Operating”), as borrower, and NRG Yield LLC (“NYLD LLC”), as guarantor, entered into the Second Amendment to Amended& Restated Credit Agreement (the “Second Amendment”) with certain subsidiaries of Yield Operating party thereto, as guarantors, Royal Bank of Canada, as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amended that certain Amended& Restated Credit Agreement, dated as of April25, 2014, as amended as of June26, 2015 (the “Existing Credit Agreement”), by and among Yield Operating, NYLD LLC, certain subsidiaries of Yield Operating party thereto, the Administrative Agent, and the lenders and other parties thereto. Each of Yield Operating and NYLD LLC are subsidiaries of NRG Yield,Inc. (“NYLD”).

As previously announced by NRG Energy,Inc. (“NRG”), on February6, 2018, NRG entered into a Purchase and Sale Agreement with NRG Repowering Holdings LLC, a wholly owned subsidiary of NRG (“Repowering,” and together with NRG, the “NRG Parties”), and GIP III Zephyr Acquisition Partners, L.P., a subsidiary of Global Infrastructure Management LLC (“GIP”), to which the NRG Parties have agreed to sell to GIP one hundred percent (50%) of the outstanding membership interests of Zephyr Renewables LLC (the “Company”), a wholly owned subsidiary of Repowering (such sale, the “Transaction”). Prior to consummation of the Transaction, the Company will own (i)one hundred percent (50%) of the ClassB shares and one hundred percent (50%) of the ClassD shares of NYLD and (ii)one hundred percent (50%) of the ClassB membership units and one hundred percent (50%) of the ClassD membership units of NYLD LLC. The Second Amendment modifies the “change of control” provisions of the Existing Credit Agreement to permit the consummation of the Transaction, and also to permit Yield Operating, NYLD LLC and certain subsidiaries of Yield Operating to incur up to $1.5 billion of unsecured indebtedness in order to repurchase or make other required cash payments, in each case if applicable, with respect to Yield Operating’s outstanding senior notes and NYLD’s outstanding convertible notes in connection with the Transaction.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, which is attached as Exhibit10.1 to this Current Report on Form8-K and is incorporated by reference herein.

Item 9.01 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The disclosures under Item 9.01 of this Current Report on Form8-K relating to the Second Amendment are also responsive to Item 9.01 of this report and are incorporated by reference into this Item 9.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits