PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On January 20, 2017, Pattern Energy Group Inc. (the Company) and
Pattern US Finance Company LLC, as guarantor (the Guarantor),
entered into a purchase agreement (the Purchase Agreement) with
Morgan Stanley Co. LLC acting as representative of the several
initial purchasers named therein (collectively, the Initial
Purchasers), relating to the previously announced issuance and
sale of $350,000,000 aggregate principal amount of the Companys
5.875% Senior Notes due 2024 (the Notes) in an offering (the
Notes Offering) to qualified institutional buyers within the
meaning of Rule 144A promulgated under the Securities Act of
1933, as amended (the Securities Act), and to certain non-U.S.
persons outside the United States in reliance on Regulation S
under the Securities Act.
In the Purchase Agreement, the Company and the Guarantor made
customary representations and warranties and agreed to indemnify
the Initial Purchasers against various liabilities, including
certain liabilities with respect to the Companys offering
memorandum relating to the Notes.
Indenture and Notes
The Notes were issued to an indenture dated as of January 25,
2017 (the Indenture) among the Company, the Guarantor and
Deutsche Bank Trust Company Americas, as trustee (the Trustee).
The Notes bear interest at a rate of 5.875% per annum from and
including January 25, 2017, payable semiannually in arrears on
February 1 and August 1 of each year, beginning on August 1,
2017. The Notes will mature on February 1, 2024, unless
repurchased or redeemed in accordance with their terms prior to
The Notes are unsecured obligations of the Company and are
guaranteed on a senior unsecured basis by the Guarantor.
The Company has the option to redeem all or a portion of the
Notes at any time on or after February 1, 2020 at the redemption
prices specified in the Indenture, together with accrued and
unpaid interest, if any, to the date of redemption. The Company
has the option at any time prior to February 1, 2020, to redeem
some or all of the Notes at a make-whole redemption price
specified in the Indenture, together with accrued and unpaid
interest, if any, to the date of redemption. In addition, the
Company may redeem up to 35% of the aggregate principal amount of
the Notes prior to February 1, 2020 under certain circumstances
with the net cash proceeds of certain equity offerings at the
redemption price specified in the Indenture, together with
accrued and unpaid interest, if any, to the date of redemption.
The Indenture contains covenants that limit the Companys and the
Guarantors ability to incur secured debt and to consolidate,
merge or sell substantially all its or the Guarantors assets.
These covenants are subject to a number of important limitations
The Indenture provides for customary events of default (subject
in certain cases to customary grace and cure periods), which
include non-payment, breach of covenants in the Indenture,
payment defaults or acceleration of other indebtedness, a failure
to pay certain judgments and certain events of bankruptcy and
insolvency. Generally, if an event of default occurs, the Trustee
or holders of at least 25% in principal amount of the
then-outstanding Notes may declare the principal of and accrued
but unpaid interest, if any, including additional interest, if
any, on all the Notes to be due and payable immediately.
The foregoing descriptions of the Purchase Agreement, the
Indenture and the Notes are qualified in their entirety by
reference to the full text of the Purchase Agreement, the
Indenture and the Notes, copies of which are attached hereto as
Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, each of
which is incorporated herein by reference.
The Notes have not been registered under the Securities Act and
may not be offered or sold absent registration or an applicable
exemption from the registration requirements of the Securities
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
The information required by Item 2.03 relating to the Indenture
and the Notes is contained in Item 1.01 above and is incorporated
herein by reference.
Item 8.01. Other Events.
On January 25, 2017, the Company announced the closing of the
previously announced Notes Offering. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by
Cautionary Statement Concerning Forward-Looking
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 Companys expectations or
beliefs concerning future events, and it is possible that the
results described in this press release will not be achieved.
These forward-looking statements are subject to risks,
uncertainties and other factors, many of which are outside of the
Companys control, which could cause actual results to differ
materially from the results discussed in the forward-looking
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 included in the Companys annual report on
Form 10-K for the year ended December 31, 2015 and the Companys
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2016, June 30, 2016 and September 30, 2016. The risk factors
could cause actual events or the Companys actual results to
differ materially from those contained in any forward-looking
Item 9.01. Financial Statements and Exhibits.
Purchase Agreement, dated as of January 20, 2017, among
Pattern Energy Group Inc., Pattern US Finance Company LLC and
Morgan Stanley Co. LLC, as representative of the several
Initial Purchasers named therein
Indenture, dated as of January 25, 2017, among Pattern Energy
Group Inc., Pattern US Finance Company LLC, as guarantor, and
Deutsche Bank Trust Company Americas, as trustee
|4.2||Form of 5.875% Senior Note due 2024 (included in Exhibit 4.1)|
Press Release issued by Pattern Energy Group Inc. dated
January 25, 2017, titled Pattern Energy Announces Closing of
Offering of Senior Notes
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. PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Recent Trading Information
PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) closed its last trading session up +0.08 at 19.71 with 528,420 shares trading hands.