Changes in Capital Structure

9 Months Ended

Sep. 30, 2020

At-the-Market Equity Offering Programs

On August 6, 2020, Clearway Energy, Inc. entered into an equity distribution agreement with Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as sales agents. Pursuant to the terms of the equity distribution agreement, Clearway Energy, Inc. may offer and sell shares of its Class C common stock from time to time through the sales agents up to an aggregate sales price of $150 million through an at-the-market equity offering program, or the 2020 ATM Program.

On August 9, 2016, Clearway Energy, Inc. entered into an equity distribution agreement, or EDA, with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as sales agents. Pursuant to the terms of the equity distribution agreement Clearway Energy, Inc., offered and sold shares of its Class C common stock from time to time through the sales agents up to an aggregate sales price of $150 million through an at-the-market equity offering program, or the 2016 ATM Program. As of June 30, 2020, the Company had completed the issuance of shares of Class C common stock totaling $150 million in gross proceeds under the 2016 ATM Program.

The following table summarizes Class C common stock shares sold under the ATM Programs during the nine months ended September 30, 2020:


	Number of shares sold	Gross Proceeds from the sale of shares(a) (in millions)
2020 ATM Program	792,929	$	21
2016 ATM Program	1,749,665	38
Total Class C common stock sold during nine months ending September 30, 2020	2,542,594	$	59

(a) The Company incurred commission fees of $0.2 million and $0.6 million during the three and nine months ended September 30, 2020, respectively

As of September 30, 2020, approximately $129 million of Class C common stock remains available for issuance under the 2020 ATM Program.

The Company utilized the proceeds of the sales under the ATM Programs to acquire 2,542,594 Class C units of Clearway Energy LLC and, as a result, as of September 30, 2020 the Company owned 57.58% of the economic interests of Clearway Energy LLC, with CEG retaining 42.42% of the economic interests of Clearway Energy LLC.

Dividends to Class A and Class C common stockholders

The following table lists the dividends paid on the Company's Class A common stock and Class C common stock during the nine months ended September 30, 2020:


	Third Quarter 2020		Second Quarter 2020		First Quarter 2020
Dividends per Class A share	$	0.3125	$	0.2100	$	0.2100
Dividends per Class C share	$	0.3125	$	0.2100	$	0.2100

Dividends on the Class A common stock and Class C common stock are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. The Company expects that, based on current circumstances, comparable cash dividends will continue to be paid in the foreseeable future.

On October 27, 2020, the Company declared quarterly dividends on its Class A common stock and Class C common stock of $0.318 per share payable on December 15, 2020, to stockholders of record as of December 1, 2020.

The Company also has authorized 10 million shares of preferred stock, par value $0.01 per share. None of the shares of preferred stock have been issued.