PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On October 18, 2017, Pattern Energy Group Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representatives of the several underwriters named therein (collectively, the “Underwriters”) relating to the public offering by the Company of 8,000,000 shares of its Class A common stock (the “Firm Shares”). The offering price to the public of the Firm Shares is $23.40 per share, and the Company agreed to sell the Firm Shares to the Underwriters at a price of $23.06 per share, with the Underwriters receiving an underwriting discount and commission of $0.34 per share. The Company granted the Underwriters a 30-day option to purchase from the Company up to an additional 1,200,000 shares of its Class A common stock (the “Option Shares” and together with the Firm Shares, the “Shares”) to cover overallotments, if any, on the same terms, and the Underwriters exercised the option in full on October 19, 2017. After underwriting discounts and commissions and estimated offering expenses, the Company expects the net proceeds from the offering of the Shares to be approximately $211.5 million.
The offering is being made in the United States to an automatically effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2017 (File No. 333-219970). A prospectus supplement relating to the offering has been filed with the SEC. The offering is being made in Canada to a supplement to the Company’s MJDS shelf prospectus, which has been filed with applicable Canadian securities regulatory authorities. The closing of the offering is expected to take place on October 23, 2017.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this current report will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and cautionary statements contained or incorporated by reference in the prospectus supplement filed with the SEC or the supplement to the MJDS shelf prospectus filed with the Canadian securities regulatory authorities, or included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. The risk factors could cause actual events or the Company’s actual results to differ materially from those contained in any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Pattern Energy Group Inc. ExhibitEX-1.1 2 dp81811_ex0101.htm EXHIBIT 1.1 Exhibit 1.1 October 18,…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.