UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~March~~April 311, 2020

PATTERN ENERGY GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36087	90-0893251
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

1088 Sansome Street

San Francisco, CA 94111

(Address and zip code of principal executive offices)

(415) 283-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Class A common stock		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introduction

As previously disclosed, Pattern Energy Group Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2019, with Pacific US Inc., a Delaware corporation (“Parent”), and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). On March 16, 2020 ~~(the “Closing Date”)~~, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation ~~Law~~ Law of the State of Delaware, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). Parent is an affiliate of Canada Pension Plan Investment ~~Board~~ ~~(“CPP Investments”)~~Board.

Simultaneously with the Company’s entry into the Merger Agreement, Parent, Riverstone Pattern Energy II Holdings, L.P. ~~(“RPE II”)~~, Pattern Energy Group Holdings 2 LP (“P2”), Pattern Equity Holdings 2 LLC ~~(“P2 Management LLC”)~~, certain members of the management team of Pattern Energy Group Holdings 2 LP ~~(collectively~~, ~~with P2 Management LLC, the “Management Parties”),~~ certain members of the management team who held unvested equity interests in the Company ~~(the “Management Rollover Parties”)~~ and a management representative entity, Hou-ou LLC, ~~(the “Management Party Representative”)~~ entered into an agreement (the “Contribution and Exchange Agreement”), pursuant to which at or following the consummation of of the Merger, the Company and P2 would be under common ownership (the “P2 Transactions”). The transactions considered by the Contribution and Exchange Agreement were completed on March 31, 2020 ~~(the “P2 Closing Date”)~~.

Item 1.01. Entry into a Material Definitive Agreement.

InAmendment ~~connection with the consummation of the P2 Transactions, the limited partnership agreement of Pattern Energy Group LP (as defined below) was amended and restated (the “Investor Agreement”)~~No. ~~The~~1 ~~Investor Agreement sets forth provisions relating~~ to ~~governing~~Securities ~~the affairs of Pattern~~Purchase ~~Energy Group LP, including with respect to (among other things) the disposition of interests by partners, the capital accounts of partners, distributions~~ and ~~allocations~~Rights ~~among partners, other rights of owners of partnership units, the management of Pattern Energy Group LP and consents required for certain actions.~~Agreement

In ~~addition,~~ onconnection ~~March~~with ~~31, 2020,~~ the ~~Company~~Merger ~~entered~~and ~~into~~ the ~~Second~~P2 ~~Amended~~Transactions, on ~~and~~April ~~Restated~~1, ~~Multilateral~~2020, ~~Management Services Agreement (~~the ~~“Second~~Company, ~~A&R MMSA”) with~~ Pattern Energy Group LP, ~~Pattern~~a ~~Energy~~Delaware ~~Group~~limited ~~One~~partnership LP (“P1Operations LP”), ~~and~~Pacific ~~Pattern~~PEG Holdings ~~Energy Group 2 LP~~LLC, a ~~wholly~~Delaware ~~owned~~limited ~~subsidiary~~liability ofcompany P2 (“~~PEG2~~Pacific”), ~~that~~CBRE ~~amended~~Caledon ~~and restated~~Jupiter ~~that~~II ~~certain~~Investments ~~Amended Multilateral Management Services Agreement~~LP, ~~dated~~CBRE asCaledon Global ofInfrastructure ~~June~~Fund ~~16,~~Holdings ~~2017~~I, ~~by and among the Company~~LP, ~~Pattern~~College ~~Energy~~of ~~Group~~Applied LPArts and ~~PEG2~~Technology ~~(the~~Pension ~~“A&R~~Plan, ~~MMSA”).~~CBRE ~~Under~~Caledon ~~the~~Trident ~~A&R~~Infrastructure Investments ~~MMSA~~II ~~and~~LP, ~~prior~~Caledon ~~versions~~Sirius ofInvestments ~~the agreement~~LP, ~~the~~Toronto ~~parties~~Transit ~~engaged~~Commission ~~with~~Pension ~~one~~Fund ~~another~~Society, toCBRE ~~provide~~Caledon ~~certain~~Nova ~~management~~Investments LP ~~services~~and ~~for~~Caledon ~~their~~Taurus ~~respective~~Investments ~~benefits.~~LP ~~In connection~~(each ~~with~~of the ~~consummation~~foregoing, ofcollectively, the ~~Merger~~“Purchasers”) ~~and~~entered ~~the~~into P2Amendment No. ~~Transactions,~~1 (the ~~parties~~“Amendment”) to ~~the~~that ~~Second~~certain ~~A&R~~Securities ~~MMSA~~Purchase ~~amended~~and ~~the A&R~~Rights ~~MMSA~~Agreement todated ~~(i) remove PEG2~~ as aof ~~party~~October ~~and~~10, ~~add~~2019 P1 (as aamended, restated, ~~party~~supplemented, ~~and~~or ~~(ii)~~otherwise ~~provide~~modified ~~for~~from ~~certain~~time ~~matters related~~ to time, the ~~transfer of~~“SPA”). ~~certain~~Capitalized ~~employees~~terms ofused ~~the~~in ~~Company~~this Item 1.01 and ~~its~~not ~~subsidiaries~~otherwise ~~and~~defined ofunder P1this ~~and~~Item ~~its~~1.01 ~~subsidiaries~~shall tohave ~~certain~~the ~~subsidiaries~~meanings ofassigned ~~Pattern~~to ~~Energy Group~~such LPterms ~~following~~in the ~~P2 Transactions~~SPA.

The ~~foregoing~~Amendment provides for certain adjustments to the SPA in ~~description~~connection ofwith the ~~Investor~~consummation ~~Agreement~~of the Merger and the ~~Second~~P2 ~~A&R~~Transactions ~~MMSA~~including, ~~does~~among ~~not~~other ~~purport~~things, revising the covenants relating to bethe ~~complete~~provision of information rights, consent rights and isrights ~~qualified~~with inrespect ~~its~~to ~~entirety~~future issuances of preferred stock so that such bycovenants ~~reference~~apply to ~~the~~Operations ~~full~~LP, ~~text~~which following the completion of the ~~Investor~~Merger, ~~Agreement~~P2 Transactions and related reorganizations, serves as the ~~Second~~direct ~~A&R~~holding ~~MMSA,~~company tofor besubstantially ~~filed~~all asof ~~exhibits~~the tooperating assets of the Company’s and its consolidated subsidiaries prior ~~next~~to ~~Quarterly~~the ~~Report~~Merger onand ~~Form~~the ~~10-Q~~P2 Transactions.

~~Item~~The ~~2.01.~~Amendment ~~Completion~~contains customary representations, warranties and covenants of ~~Acquisition~~the orCompany, ~~Disposition~~Operations LP, Pacific and the Purchasers made as of ~~Assets~~the date of the Amendment.

OnThe ~~the~~foregoing ~~Closing~~description ~~Date, Parent completed the acquisition~~ of the ~~Company~~Amendment does ~~pursuant~~not purport to ~~the~~be ~~Merger~~complete ~~Agreement.~~and ~~Following~~is ~~that,~~qualified onin ~~the~~its P2entirety ~~Closing~~by ~~Date,~~reference ~~pursuant~~ to the ~~Contribution and~~full ~~Exchange~~text ~~Agreement, a series~~ of ~~transactions~~the ~~took~~Amendment, ~~place~~to ~~(described~~be ~~below)~~filed ~~which~~as an ~~ended~~exhibit into the Company’s ~~and~~next P2Quarterly ~~being~~Report ~~under~~on ~~the common~~Form ~~ownership of Parent~~10-Q.

Prior to the P2 Transactions, (i) all issued and outstanding limited partnership interests in P2 were held by RPE II, the Company and the Management Parties; and (ii) Pattern Energy Group Holdings 2 GP LLC (the “P2 General Partner”), an entity fully owned by RPE II, was the general partner of P2. Prior to the P2 Closing Date, RPE II formed a limited partnership under the laws of the State of Delaware (“Pattern Energy Group LP”).SIGNATURE

OnPursuant ~~the P2 Closing Date, pursuant~~ to the ~~Contribution~~requirements ~~and Exchange Agreement, (i) RPE II contributed to Pattern Energy Group LP all~~ of ~~its limited partnership interests in P2 and all of its equity interest in~~ the P2Securities ~~General~~Exchange ~~Partner, along with additional capital; (ii)~~Act ~~each~~ of ~~the~~1934, ~~Management Parties contributed all beneficially owned limited partnership interests in P2 to~~ Pattern Energy Group ~~LP;~~ ~~and~~Inc. ~~(iii)~~has ~~Parent~~duly caused ~~the~~this ~~Company~~report to ~~contribute~~be tosigned Pattern Energy Group LP, subject to certain exceptions, all of the assets of the Company, including all beneficially owned limited partnership interests in P2 and all issued and outstanding beneficially owned equity interests in Pattern US Operations Holdings LLC and Pattern Canada Operations Holdings ULC, along with the Company’s liabilities. In exchange for these contributions, each contributing party received units of Pattern Energy Group LP as specified in the Contribution and Exchange Agreement and the Investor Agreement. The effective value of P2 (as of the signing of the Merger Agreement) was $1.06 billion, based on ~~CPPIB’s contribution of~~ its ~~interest~~behalf inby the ~~net assets~~undersigned ofhereunto ~~the~~duly ~~Company acquired under the Merger Agreement to Pattern Energy Group LP~~authorized.

~~The~~Dated: ~~foregoing~~April description of the Merger Agreement and related transactions (including, without limitation, the Merger) and the Contribution and Exchange Agreement and related transactions (including, without limitation, the P2 Transactions) does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Merger Agreement and the Contribution and Exchange Agreement. The Merger Agreement is attached as Exhibit 2.1 ~~to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4~~, 2019 and incorporated herein by reference into this Item 2.01 as Exhibit 2.1. The full text of the Contribution and Exchange Agreement will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.2020

~~Item~~PATTERN 9ENERGY GROUP INC.~~01.~~ ~~Financial~~By: ~~Statements~~/s/ ~~and~~Dyann ~~Exhibits.~~Blaine Name: Dyann Blaine Title: Vice President

a. Financial Statements of Business Acquired

The financial information required by Item 9.01(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 9.01(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
2.1	Agreement and Plan of Merger, dated as of November 3, 2019, among Pattern Energy Group Inc., Pacific US Inc. and Pacific BidCo US Inc. (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 3, 2019).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Pattern Energy Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2020

PATTERN ENERGY GROUP INC. By: /s/ Dyann Blaine Name: Dyann Blaine Title: Vice President

Filing Compare · Pattern Energy Group Inc.