PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Entry into a Material Definitive AgreementItem 7.01. Entry into a Material Definitive Agreement.
Amended and Restated Limited Partnership Agreement and Shareholder Agreement for Meikle Wind Energy
In connection with the consummation of the Meikle PSA (as defined and described in Item 7.01 below), on August 10, 2017, Pattern Canada Finance Company ULC (“Pattern Canada”) (a wholly owned subsidiary of Pattern Energy Group Inc. (the “Company”)) entered into each of (1) an Amended and Restated Limited Partnership Agreement with Vertuous Energy Canada Inc. (“Vertuous Canada”) (a wholly owned subsidiary of Public Sector Pension Investment Board (“PSP Investments”)) and Meikle Wind Energy Corp. (“Meikle Corp”) dated August 10, 2017 (the “Meikle Limited Partnership Agreement”) and (2) a Shareholders Agreement with Vertuous Canada and Meikle Corp dated August 10, 2017 (the “Meikle Shareholders Agreement”). PSP Investments holds approximately 9.9% of the Company’s outstanding Class A common stock.
Meikle Corp is the general partner of the Meikle Project Company (as defined in Item 7.01 below), and the Meikle Limited Partnership Agreement sets forth provisions relating to governing the affairs of the Meikle Project Company, including with respect to (among other things) the rights, powers, duties and obligations of the general partner; capital contributions; financing of the Meikle Project Company; transfers and dispositions by a limited partner of the Meikle Project Company; and allocations of profits and losses.
The Meikle Shareholders Agreement sets forth provisions agreed to between Pattern Canada and Vertuous Canada, as the shareholders of Meikle Corp, relating to governing the affairs of Meikle Corp, including with respect to (among other things) corporate affairs; management and approvals; the project operating budget, capital calls and distributions; transfers and dispositions of shares; and books and records of Meikle Corp.
Forms of the Meikle Limited Partnership Agreement and Meikle Shareholders Agreement were attached to the Meikle PSA, which was previously recommended by the Conflicts Committee of Pattern Energy’s Board of Directors, which is comprised solely of independent directors, for approval by the Pattern Energy Board of Directors, and approved by the Pattern Energy Board of Directors.
Copies of the Meikle Limited Partnership Agreement and Meikle Shareholders Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein. The foregoing descriptions of such agreements do not purport to be complete and are qualified in their entirety by reference to such exhibits.
Item 7.01. Completion of Acquisition or Disposition of Assets.
Meikle Purchase and Sale Agreement
On August 10, 2017, the Company consummated the transactions contemplated by the Purchase and Sale Agreement (the “Meikle PSA”) by and among the Company, Vertuous Canada Inc. and Pattern Energy Group LP (“Pattern Development 1.0”). to the Meikle PSA, Pattern Canada purchased from affiliates of Pattern Development 1.0 a 50.99% limited partner interest in Meikle Wind Energy Limited Partnership (the “Meikle Project Company”) and 70% of the issued and outstanding shares of Meikle Corp (which holds a 0.02% general partner interest in the Meikle Project Company) in exchange for aggregate consideration of CAD$85,935,000. Concurrently, Vertuous Canada purchased from affiliates of Pattern Development 1.0 a 48.99% limited partner interest in the Meikle Project Company and 30% of the issued and outstanding shares of Meikle Corp in exchange for aggregate consideration of CAD$82,565,000.
The Meikle Project Company operates the approximately 179 megawatt wind farm located in the Peace River Regional District of British Columbia, Canada, which achieved commercial operations in the first quarter of 2017. Immediately after the closing, the Company’s owned capacity with respect to the wind farm was approximately 91 megawatts.
The Meikle PSA was previously recommended by the Conflicts Committee of Pattern Energy’s Board of Directors, which is comprised solely of independent directors, for approval by the Pattern Energy Board of Directors, and approved by the Pattern Energy Board of Directors.
Item 7.01. Regulation FD Disclosure.
On August 14, 2017, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 7.01. Financial Statements and Exhibits.
a. Financial statements of businesses acquired.
The financial information required by Item 7.01(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 7.01(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
| Exhibit Number | Description |
| 10.1 | Amended and Restated Limited Partnership Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Meikle Wind Energy Corp. dated as of August 10, 2017. |
| 10.2 | Shareholders Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Meikle Wind Energy Corp. dated as of August 10, 2017. |
| 99.1 | Press release issued by the Company, dated August 14, 2017. |
Pattern Energy Group Inc. ExhibitEX-10.1 2 dp79412_ex1001.htm EXHIBIT 10.1 Exhibit 10.1 Execution Copy MEIKLE WIND ENERGY LIMITED PARTNERSHIP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT August 10,…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.