UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 2, 2019, Clearway Energy, Inc. (the “Company”) and Clearway Energy LLC (“Clearway LLC”) entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, as underwriter (the “Underwriter”), providing for the issuance and sale in an underwritten public offering by the Company of 5,405,405 shares (the “Shares”) of the Company’s Class C common stock, $0.01 par value per share (the “Class C Common Stock”). The Underwriter purchased the Shares from the Company pursuant to the Underwriting Agreement at a price of $18.50 per share (the “Offering”). The Offering closed on December 5, 2019.
The offer and sale of the Shares was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-224684) of the Company filed with the Securities and Exchange Commission (the “SEC”), which registration statement became effective upon filing with the SEC on May 4, 2018.
The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. In addition, pursuant to the terms of the Underwriting Agreement, the Company and Clearway LLC agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
| Item 8.01 | Other Events. |
In connection with the Offering, the Company is filing the opinion of Baker Botts L.L.P. as part of this Current Report that is to be incorporated by reference into the Registration Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit 5.1 to this Current Report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement by and among Clearway Energy, Inc., Clearway Energy LLC and RBC Capital Markets, LLC, dated December 2, 2019. | |
| 5.1 | Opinion of Baker Botts L.L.P. | |
| 23.1 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clearway Energy, Inc. | ||
| By: | /s/ Kevin P. Malcarney | |
| Kevin P. Malcarney | ||
| General Counsel and Corporate Secretary | ||
Date: December 5, 2019
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