PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Regulation FD Disclosure

PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) Files An 8-K Regulation FD Disclosure

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Item 7.01 Regulation FD Disclosure.

On April 26, 2017, Pattern Energy Group Inc. (Pattern Energy)
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 Section
18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of Section 18, 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 8.01 Other Events.
Broadview Purchase and Sale Agreement
On April 21, 2017, Pattern Energy consummated a Purchase and Sale
Agreement (the Broadview PSA) with Pattern Renewables LP, a
Delaware limited partnership and controlled affiliate of Pattern
Development 1.0 (as defined below) (Broadview Seller), and
Pattern Energy Group LP (Pattern Development 1.0). to the
Broadview PSA, among other things, Pattern Energy through its 50%
owned subsidiary, Pattern US Finance Company LLC purchased 50% of
the membership interests in Broadview Finco Pledgor LLC (the
Target) (the Acquisition), which indirectly owns 50% of the
membership interests in Broadview B Member LLC (the Class B
Member) which indirectly owns 50% of the membership interests in
Broadview Energy Holdings LLC which owns 50% of the membership
interests in Broadview Energy Project Finco LLC, which owns 50%
of the membership interests in each of Broadview Energy KW, LLC
and Broadview Energy JN, LLC (the Wind Project Companies), which
Wind Project Companies own the Broadview Energy KW wind project
and the Broadview Energy JN wind project (together, the Wind
Projects), respectively, and the Target indirectly owns 99% of
the membership interests in Western Interconnect LLC (the
Transmission Project Company), which owns the Western
Interconnect Transmission Line (the Transmission Project and
together with the Wind Projects, the Projects). The Wind Projects
achieved commercial operations on March 31, 2017.
After the closing of the Acquisition, tax equity investors funded
capital contributions and hold 50% of the Class A membership
interests in Broadview Energy Holding LLCs.
The Wind Projects together form 324 MW of wind capacity along the
New Mexico / Texas border, and the Transmission Project is a
35-mile transmission line which runs from the Wind Projects to
the existing Public Service of New Mexico 345kV transmission
system. The total purchase consideration of $269 million included
$215 million of cash paid at closing and $54 million of Western
Interconnect construction debt which was converted to term debt
immediately after the acquisition. In connection with the
commercial operations of the Grady project, a further contingent
post-closing payment will be made which is currently estimated to
be approximately $18.3 million. The Grady project is a wind
project on the identified ROFO list being separately developed by
Pattern Energy Group Holdings 2 LP (Pattern Development 2.0)
which is expected to begin full construction not earlier than
2018, and which intends to interconnect through the Transmission
Project. The contingent post-closing payment is intended to
reflect the fair value of Pattern Energys interest in the
incremental transmission wheeling revenue from the addition of
the Grady project which the Transmission Project Company will
receive from the Grady project subject to certain adjustments.
Pattern Energy funded the cash purchase consideration under the
Broadview PSA using available liquidity; it also drew on a
non-recourse term loan facility in an amount of $54.4 million
incurred by a subsidiary and secured by the Western Interconnect
transmission line (the Western Interconnect Term Facility). The
Western Interconnect Term Facility has a maturity of 10 years
utilizing a 19-year amortization profile.
At the closing of the Acquisition, Pattern Energy also entered
into assignment and assumption agreements to which Pattern Energy
assumed certain rights and obligations relating to agreements
Broadview Seller entered into with the original project
developers of the Wind Projects and the Transmission Project and
from whom Broadview Seller had purchased such Projects.
The Broadview PSA was previously recommended by the Conflicts
Committee of Pattern Energys board of directors (the Pattern
Energy 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
Item 9.01 Financial Statements and Exhibits.
d. Exhibits
Press release issued by Pattern Energy Group Inc. dated
April 26, 2017


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) closed its last trading session up +0.02 at 22.26 with 680,892 shares trading hands.

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