EX-25.1 6 tm2322934d2_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

Delaware Trust Company

(Exact name of trustee as specified in its charter)

Corporation Service Company

251 Little Falls Drive

Wilmington, Delaware

(800) 927-9801

(Name, address and telephone number of agent for service)

Clearway Energy, Inc.

(Exact name of obligor as specified in its charter)

Debt Securities

(Title of the indenture securities)

Item 1.	General Information.
	Furnish the following information as to the trustee:

	(a)	Name and address of each examining or supervising authority to which it is subject.

	Office of the State Banking Commissioner
	State of Delaware
	555 East Loockerman Street Dover, DE 19901

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

	None with respect to the trustee.

Items 3-14.	No responses are included for Items 3–14 because the obligor is not in default as provided under Item 13.

Item 15.	Foreign Trustee.

	Not applicable.

Item 16.	List of Exhibits

	List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect as contained in the Certificate of Incorporation. *

Exhibit 2.	A copy of the Certificate of Incorporation. *

Exhibit 3.	See Exhibit 2.

Exhibit 4.

A copy of by-laws of the trustee as now in effect. *

Exhibit 5.

Not applicable.

Exhibit 6.

The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.

Not applicable.

Exhibit 9.

Not applicable.

* Incorporated by reference to Exhibit 25.1 to the registration statement on S-1, Registration Number 333-225797 filed on June 21, 2018.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Delaware Trust Company, a non-depository trust company and corporation duly organized and existing under the laws of Delaware, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 8th Day of August 2023.

DELAWARE TRUST COMPANY

/s/Lici Zhu
Name:	Lici Zhu
Title:	Assistant Vice President

EXHIBIT 6

August 8, 2023

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

DELAWARE TRUST COMPANY

/s/Lici Zhu
Name:	Lici Zhu
Title:	Assistant Vice President

EXHIBIT 7

Report of Condition of

Delaware Trust Company

of 251 Little Falls Drive, Wilmington, Delaware 19808

at the close of business March 31, 2023, filed in accordance with 5 Del. Laws, c.9, §904

	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin
Interest-bearing balances		6,782
Securities:
Held-to-maturity securities
Available-for-sale securities
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices
Securities purchased under agreements to resell
Loans and lease financing receivables:
Loans and leases held for sale
Loans and leases, net of unearned income
LESS: Allowance for loan and lease losses
Loans and leases, net of unearned income and allowance		0
Trading Assets
Premises and fixed assets (including capitalized leases)		191
Other real estate owned
Investments in unconsolidated subsidiaries and associated companies
Direct and indirect investments in real estate ventures
Intangible assets
Goodwill
Other intangible assets		1,121
Other assets		110,816

Total assets		118,910

	Dollar Amounts
	In Thousands
LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing
Interest-bearing
In foreign offices, Edge and Agreement subsidiaries, and IBFs
Noninterest-bearing
Interest-bearing
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices
Securities sold under agreements to repurchase
Trading liabilities
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)
Subordinated notes and debentures
Other liabilities		3,059

Total liabilities		3,059

EQUITY CAPITAL
Perpetual preferred stock and related surplus
Common stock		500
Surplus (exclude all surplus related to preferred stock)		105,803
Retained earnings		9,548
Accumulated other comprehensive income
Other equity capital components

Total institution equity capital		115,851
Noncontrolling (minority) interests in consolidated subsidiaries

Total equity capital
		115,851
Total liabilities, and equity capital		118,910

I, Amanda Albert, Controller of the above-named State Non-Depository Trust Company, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true to the best of my knowledge and belief.

/s/ Amanda Albert
Amanda Albert
Controller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true and correct.

/s/ Rodman Ward		/s/ John Hebert
Rodman Ward		John Hebert

Delaware

51-0011500

(Jurisdiction of incorporation or organization if
not a U.S. national bank)

(I.R.S. Employer
Identification No.)

251 Little Falls Drive

Wilmington, Delaware

(Address of principal executive offices)

(Zip code)