SEC Form SC 13G/A filed by Clearway Energy Inc. (Amendment)

SCHEDULE 13G

(Amendment No. 2 )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* 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 (the “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).

Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

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 SA Management, LLC (“SA Management”), (xii) Apollo TR Opportunistic Ltd. (“TR Opportunistic”), (xiii) Apollo Total Return Master Fund LP (“TR Master Fund”), (xiv) Apollo Total Return Management LLC (“TR Management”), (xv) Apollo Total Return Master Fund Enhanced LP (“TR Enhanced”), (xvi) Apollo Total Return Enhanced Management LLC (“TR Enhanced Management”), (xvii) Apollo Credit Management, LLC (“ACM LLC”), (xviii) Apollo Capital Credit Management, LLC (“ACCM LLC”), (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.”

PPF Credit Strategies and Credit Strategies each hold shares of Common Stock of the Issuer. Atlas, Kent Credit, and TR Opportunistic no longer 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”).

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.

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 100 West Putnam Avenue, Greenwich, Connecticut 06830.

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. 57^th Street, 43^rd Floor, New York, New York 10019.

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.

Class A Common Stock, par value $0.01 per share (the “Common Stock”)

18539C105

Not applicable.

The number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of December 31, 2023.

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, 50,378 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 ST Management Holdings 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.

PPF Credit Strategies and Credit Strategies 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.

The percentages are based on 34,613,853 shares of Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.

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: x

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

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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 7, 2024