Current Report Filing (8-k)
01 April 2020 - 7:33AM
Edgar (US Regulatory)
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0001561660
2020-03-31
2020-03-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): March 31, 2020
PATTERN ENERGY GROUP INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36087
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90-0893251
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification Number)
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1088 Sansome Street
San Francisco, CA 94111
(Address and zip code of principal executive
offices)
(415) 283-4000
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Class A common stock
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None
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None
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17
CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introduction
As previously
disclosed, Pattern Energy Group Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”), dated as of November 3, 2019, with Pacific
US Inc., a Delaware corporation (“Parent”), and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned subsidiary
of Parent (“Merger Sub”). On March 16, 2020 (the “Closing Date”), upon the terms and subject to
the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law
of the State of Delaware, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary
of Parent (the “Merger”). Parent is an affiliate of Canada Pension Plan Investment
Board (“CPP Investments”).
Simultaneously
with the Company’s entry into the Merger Agreement, Parent, Riverstone Pattern Energy II Holdings, L.P. (“RPE II”),
Pattern Energy Group Holdings 2 LP (“P2”), Pattern Equity Holdings 2 LLC (“P2 Management LLC”), certain
members of the management team of Pattern Energy Group Holdings 2 LP (collectively, with P2 Management LLC, the “Management
Parties”), certain members of the management team who held unvested equity interests in the Company (the “Management
Rollover Parties”) and a management representative entity, Hou-ou LLC, (the “Management Party Representative”)
entered into an agreement (the “Contribution and Exchange Agreement”), pursuant to which at or following the consummation
of the Merger, the Company and P2 would be under common ownership (the “P2 Transactions”). The transactions considered
by the Contribution and Exchange Agreement were completed on March 31, 2020 (the “P2 Closing Date”).
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Item 1.01.
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Entry into a Material
Definitive Agreement.
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In connection with the consummation
of the P2 Transactions, the limited partnership agreement of Pattern Energy Group LP (as defined below) was amended and restated
(the “Investor Agreement”). The Investor Agreement sets forth provisions relating to governing the affairs of Pattern
Energy Group LP, including with respect to (among other things) the disposition of interests by partners, the capital accounts
of partners, distributions and allocations among partners, other rights of owners of partnership units, the management of Pattern
Energy Group LP and consents required for certain actions.
In
addition, on March 31, 2020, the Company entered into the Second Amended and Restated Multilateral Management Services
Agreement (the “Second A&R MMSA”) with Pattern Energy Group LP, Pattern Energy Group One LP
(“P1”) and Pattern Energy Group 2 LP, a wholly owned subsidiary of P2 (“PEG2”) that amended and
restated that certain Amended Multilateral Management Services Agreement, dated as of June 16, 2017, by and among the
Company, Pattern Energy Group LP and PEG2 (the “A&R MMSA”). Under the A&R MMSA and prior versions of the
agreement, the parties engaged with one another to provide certain management services for their respective benefits. In
connection with the consummation of the Merger and the P2 Transactions, the parties to the Second A&R MMSA amended the
A&R MMSA to (i) remove PEG2 as a party and add P1 as a party and (ii) provide for certain matters related to the transfer
of certain employees of the Company and its subsidiaries and of P1 and its subsidiaries to certain subsidiaries of Pattern Energy
Group LP following the P2 Transactions.
The foregoing
description of the Investor Agreement and the Second A&R MMSA does not purport to be complete and is qualified in its entirety
by reference to the full text of the Investor Agreement and the Second A&R MMSA, to be filed as exhibits to the Company’s
next Quarterly Report on Form 10-Q.
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Item 2.01.
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Completion of Acquisition
or Disposition of Assets.
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On the Closing Date, Parent completed
the acquisition of the Company pursuant to the Merger Agreement. Following that, on the P2 Closing Date, pursuant to the Contribution
and Exchange Agreement, a series of transactions took place (described below) which ended in the Company and P2 being under the
common ownership of Parent.
Prior to the P2 Transactions,
(i) all issued and outstanding limited partnership interests in P2 were held by RPE II, the Company and the Management Parties;
and (ii) Pattern Energy Group Holdings 2 GP LLC (the “P2 General Partner”), an entity fully owned by RPE II, was the
general partner of P2. Prior to the P2 Closing Date, RPE II formed a limited partnership under the laws of the State
of Delaware (“Pattern Energy Group LP”).
On the P2 Closing Date,
pursuant to the Contribution and Exchange Agreement, (i) RPE II contributed to Pattern Energy Group LP all of its limited
partnership interests in P2 and all of its equity interest in the P2 General Partner, along with additional capital; (ii)
each of the Management Parties contributed all beneficially owned limited partnership interests in P2 to Pattern Energy Group
LP; and (iii) Parent caused the Company to contribute to Pattern Energy Group LP, subject to certain exceptions, all of the
assets of the Company, including all beneficially owned limited partnership interests in P2 and all issued and outstanding
beneficially owned equity interests in Pattern US Operations Holdings LLC and Pattern Canada Operations Holdings ULC, along
with the Company’s liabilities. In exchange for these contributions, each contributing party received units of Pattern
Energy Group LP as specified in the Contribution and Exchange Agreement and the Investor Agreement. The effective value of P2
(as of the signing of the Merger Agreement) was $1.06 billion, based on CPPIB’s contribution of its interest in the net
assets of the Company acquired under the Merger Agreement to Pattern Energy Group LP.
The foregoing description of
the Merger Agreement and related transactions (including, without limitation, the Merger) and the Contribution and Exchange Agreement
and related transactions (including, without limitation, the P2 Transactions) does not purport to be complete and is subject and
qualified in its entirety by reference to the full text of the Merger Agreement and the Contribution and Exchange Agreement. The
Merger Agreement is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 4, 2019 and incorporated herein by reference into this Item 2.01 as Exhibit 2.1. The full text of the Contribution
and Exchange Agreement will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
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Item 9.01.
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Financial
Statements and Exhibits.
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a. Financial
Statements of Business Acquired
The
financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will
be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this
Current Report on Form 8-K must be filed.
b. Pro Forma
Financial Information
The
pro forma financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing
and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date
that this Current Report on Form 8-K must be filed.
d. Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, Pattern Energy Group Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 31, 2020
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PATTERN ENERGY GROUP INC.
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By:
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/s/ Dyann Blaine
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Name:
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Dyann Blaine
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Title:
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Vice President
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