PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Changes in Registrant’s Certifying Accountant

PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant.

a)

On May 24, 2018, the Company, with the approval of the Audit Committee of the Board of Directors (the “Audit Committee”), dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, The decision to change the Company’s independent registered public accounting firm was the result of a request for proposal process, which included EY, in which the Audit Committee of the Company’s Board of Directors conducted a comprehensive, competitive process to select an independent registered public accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2017 and 2016 and through the interim period through May 24, 2018, the Company has not had any disagreement with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements. EY’s audit reports on the Company’s financial statements for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. EY’s audit report on the Company’s internal control over financial reporting as of December 31, 2016 contained an adverse opinion as a result of material weaknesses in internal control over financial reporting. During the Company’s two most recent fiscal years ended December 31, 2017 and 2016 and through the interim period through May 24, 2018, there were no “reportable events” as that term is defined in Item304(a)(1)(v) of Regulation S-K, except to note, for the year ended December 31, 2016 and during the quarterly periods in 2017, management identified material weakness in five areas of its internal controls: inadequate training of personnel, inadequate documentation of and ineffective accounting policies, ineffective management review and monitoring controls, ineffective contract review procedures, and ineffective procure-to-pay procedures. As disclosed in Item 9A of the Company’s annual report on Form 10-K for the year ended December 31, 2017, management implemented remediation plans to strengthen the Company’s internal control over financial reporting and addressed the material weaknesses that were identified in 2016, and based on its assessment, concluded that the material weaknesses had been remedied as of December 31, 2017.

The Company provided EY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that EY furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in Item 4.01. A copy of EY’s letter, dated May 31, 2018, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

b)

On May 24, 2018, the Company, with the approval of the Audit Committee appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’s new independent registered public accounting firm for its fiscal year ending December 31, 2018.

During the Company’s two most recent fiscal years and through the interim period through May 24, 2018, neither the Company nor anyone on its behalf consulted PwC regarding (i)the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided by PwC to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii)any matter that was either the subject of a disagreement (as described in Item304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item304(a)(1)(v) of Regulation S-K).

Item 4.01. Financial Statements and Exhibits.

d. Exhibits

Exhibit Number

Description

16.1

Letter of EY dated May 31, 2018.


Pattern Energy Group Inc. Exhibit
EX-16.1 2 dismissalletter.htm EXHIBIT 16.1 Exhibit Exhibit 16.1May 31,…
To view the full exhibit click here

About PATTERN ENERGY GROUP INC. (NASDAQ:PEGI)

Pattern Energy Group Inc. is an independent power company focused on owning and operating power projects. The Company holds interests in over 18 wind power projects located in the United States, Canada and Chile with total capacity of over 2,644 megawatts (MW). Each of its projects has contracted to sell its output pursuant to a power sale agreement. The Company sells its electricity and environmental attributes, including renewable energy credits (RECs), to local utilities under long-term and fixed-price power purchase agreements (PPAs). The Company’s operating projects are Gulf Wind, Texas; Hatchet Ridge, California; St. Joseph, Manitoba; Spring Valley, Nevada; Santa Isabel, Puerto Rico; Ocotillo, California; South Kent, Ontario; El Arrayan, Chile; Panhandle 1, Texas; Panhandle 2, Texas; Grand, Ontario; Post Rock, Kansas; Lost Creek, Missouri; K2, Ontario; Logan’s Gap, Texas, Amazon Wind Farm Fowler Ridge, Indiana, and Armow Wind power facility in Ontario, Canada.

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