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): April 110, 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))

☐

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: None.

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, 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 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.

Simultaneously with the Company’s entry into the Merger Agreement, Parent, Riverstone Pattern Energy II Holdings, L.P., Pattern Energy Group Holdings 2 LP (“P2”), Pattern Equity Holdings 2 LLC, certain members of the management team of Pattern Energy Group Holdings 2 LP, certain members of the management team who held unvested equity interests in the Company and a management representative entity, Hou-ou LLC, entered into an agreement (the “Contribution and Exchange Agreement”), pursuant to which at or following the consummation 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.

Item 1.01 Entry into a Material Definitive Agreement.

~~Amendment~~On NoApril 10, 2020, Pattern Energy Group Inc. (the 1“Company”) entered into a second supplemental indenture (the “Second Supplemental Indenture”), by and among the Company, Pattern US Finance Company LLC, as guarantor (the “Guarantor”), Pattern Energy Operations LP (“Pattern Operations”), as co-obligor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), supplementing the indenture, dated as of January 25, 2017 (as amended or supplemented prior to ~~Securities~~the ~~Purchase~~date hereof, the “Indenture”) among the Company, the Guarantor and ~~Rights~~the ~~Agreement~~Trustee governing the 5.875% Senior Notes due 2024 (the “Notes”).

InThe Second Supplemental Indenture was entered into in connection with the ~~Merger~~Company’s ~~and~~previously announced solicitation of consents from the P2holders ~~Transactions,~~of the Notes to amend the Indenture (the “Consent Solicitation”), which commenced on April 16, 2020. On April 10, 2020, the Company, ~~Pattern~~announced that ~~Energy~~it ~~Group~~had ~~LP,~~received the consents of the holders of at least a ~~Delaware~~majority ~~limited~~in ~~partnership~~aggregate ~~(“Operations~~principal ~~LP”),~~amount ~~Pacific~~of ~~PEG~~the outstanding Notes ~~Holdings~~as ~~LLC~~of 5:00 p.m., aNew ~~Delaware~~York ~~limited~~City ~~liability~~Time, ~~company~~on April 10, 2020 (the “~~Pacific~~Expiration Date”),. ~~CBRE~~The ~~Caledon~~Second ~~Jupiter~~Supplemental IIIndenture ~~Investments~~amends the LPIndenture to, ~~CBRE~~among ~~Caledon Global~~other ~~Infrastructure~~things, ~~Fund~~(i) ~~Holdings~~modify I,the ~~LP,~~reporting ~~College~~covenant ofwith ~~Applied~~respect ~~Arts~~to ~~and~~the ~~Technology~~Notes ~~Pension~~to ~~Plan,~~permit ~~CBRE~~Pattern ~~Caledon~~Operations to ~~Trident~~provide ~~Infrastructure Investments~~financial IIstatements ~~LP,~~and ~~Caledon~~other ~~Sirius~~information ~~Investments~~to ~~LP,~~holders ~~Toronto~~of ~~Transit~~the ~~Commission~~Notes ~~Pension~~in ~~Fund~~lieu ~~Society,~~of ~~CBRE~~the ~~Caledon~~existing ~~Nova~~reporting ~~Investments~~obligations contained LPin the Indenture and ~~Caledon~~(ii) ~~Taurus~~enact ~~Investments~~certain LPother ~~(each~~technical ofamendments. ~~the~~In ~~foregoing~~addition, ~~collectively~~the Second Supplemental Indenture amends the Indenture, for the ~~“Purchasers”)~~benefit ~~entered~~of ~~into~~the ~~Amendment No.~~holders, 1to (1) revise the definition of “~~Amendment~~Change of Control”) toso that ~~certain~~a ~~Securities~~change ~~Purchase~~of ~~and~~control ~~Rights~~with respect ~~Agreement~~to ~~dated~~Pattern asOperations will trigger the obligations of ~~October~~the ~~10,~~Company ~~2019~~under ~~(as~~the ~~amended~~Indenture, ~~restated,~~ ~~supplemented,~~(2) orrevise ~~otherwise~~the ~~modified~~liens ~~from~~covenant ~~time~~ to provide ~~time,~~that ~~the~~Pattern ~~“SPA”).~~Operations ~~Capitalized~~will ~~terms~~be ~~used~~subject into ~~this~~such ~~Item~~covenant ~~1.01~~ and ~~not~~(3) ~~otherwise~~revise ~~defined~~the ~~under~~Events ~~this~~of ~~Item~~Default ~~1.01~~provision ~~shall~~so ~~have~~that ~~the~~certain clauses ~~meanings~~also ~~assigned~~apply to ~~such~~Pattern ~~terms in the SPA~~Operations.

The ~~Amendment~~Second ~~provides~~Supplemental ~~for~~Indenture ~~certain~~became ~~adjustments to the SPA in~~operative ~~connection~~on ~~with~~April ~~the consummation of the Merger and the P2 Transactions including~~14, ~~among other things~~2020, ~~revising~~upon the ~~covenants~~Company’s ~~relating to~~payment ~~the provision~~ of ~~information~~the ~~rights,~~ consent ~~rights~~fee ~~and rights with respect to future issuances~~ of ~~preferred~~$2.50 ~~stock~~in socash ~~that~~per ~~such covenants apply to Operations LP~~$1,000 ~~which~~in ~~following~~principal ~~the~~amount ~~completion~~ of the ~~Merger,~~Notes to P2holders ~~Transactions~~of ~~and related reorganizations, serves as~~ the ~~direct~~Notes ~~holding~~who ~~company~~delivered ~~for~~valid ~~substantially~~consents ~~all~~prior ofto the ~~operating~~Expiration ~~assets~~Date, ofpursuant ~~the Company and its consolidated subsidiaries prior~~ to the ~~Merger~~terms ~~and~~of the P2Consent ~~Transactions~~Solicitation.

The ~~Amendment~~foregoing ~~contains~~description ~~customary~~of ~~representations, warranties~~the ~~and~~Second ~~covenants~~Supplemental Indenture ofdoes ~~the~~not ~~Company,~~purport ~~Operations~~to ~~LP,~~be ~~Pacific~~complete and ~~the~~is ~~Purchasers~~qualified ~~made~~in asits ofentirety by reference to the ~~date~~full text of the ~~Amendment~~Second Supplemental Indenture, filed hereto as Exhibit 4.1 and incorporated by reference in its entirety.

~~The~~Item ~~foregoing~~8.01 ~~description~~Other of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-QEvents.

~~SIGNATURE~~On April 10, 2020, the Company issued a press release announcing the final results of the Consent Solicitation. As publicly announced in the press release, the Company will provide reports to holders of the Notes through a virtual data site. To receive access, holders of the Notes, prospective investors and securities analysts should contact Ross Marshall at (416) 526-1563 or ross.marshall@loderockadvisors.com.

~~Pursuant~~A tocopy ~~the requirements~~ of the ~~Securities~~Press ~~Exchange~~Release ~~Act of~~is ~~1934,~~filed ~~Pattern~~hereto as ~~Energy~~Exhibit ~~Group Inc~~99.1 ~~has~~and ~~duly~~incorporated ~~caused~~by ~~this~~reference ~~report~~in ~~to be signed on~~ its ~~behalf by the undersigned hereunto duly authorized~~entirety.

~~Dated:~~Item ~~April~~9.01 1,Financial ~~2020~~Statements and Exhibits.

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

Exhibit Number	Description
4.1	Second Supplemental Indenture, dated as of April 10, 2020, among Pattern Energy Group Inc., Pattern US Finance Company LLC, Pattern Energy Operations LP and Deutsche Bank Trust Company Americas
99.1	Press Release issued by Pattern Energy Group Inc. on April 10, 2020
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: April 14, 2020

PATTERN ENERGY GROUP INC.

By:	/s/ Dyann Blaine
	Name:	Dyann Blaine
	Title:	Vice President

Filing Compare · Pattern Energy Group Inc.