Pattern Energy Group completes US$351M Public Offering

On February 9, 2015, Pattern Energy Group Inc. (“Pattern Energy”) completed an underwritten public offering of its Class A common stock. In total, 12,000,000 shares of Pattern Energy’s Class A common stock were sold at a price of US$29.25, for total gross proceeds of US$351 million. 

The shares were registered in the United States under Pattern Energy’s shelf registration statement filed on October 8, 2014, and were qualified for distribution in Canada under a multijurisdictional disclosure system (“MJDS”) prospectus supplement under Pattern Energy’s MJDS shelf prospectus dated November 21, 2014.

Pattern Energy sold 7,000,000 shares of Class A common stock for total gross proceeds of US$204,750,000 and the selling shareholder, Pattern Energy Group LP (“Pattern Development”), sold 5,000,000 shares of Class A common stock for total gross proceeds of US$146,250,000.

Pattern Energy intends to use the proceeds of its portion of the offering for working capital and general corporate purposes, including investment in one or more acquisition opportunities from Pattern Development or third parties and the potential repayment of outstanding indebtedness.

The offering was sold through an underwriting group led by Morgan Stanley, BofA Merrill Lynch and RBC Capital Markets, and including BMO Capital Markets, Citigroup, Scotiabank, KeyBanc Capital Markets, CIBC, Raymond James, Société Générale and Wells Fargo Securities.

Pattern Energy is an independent power company listed on the NASDAQ under the symbol “PEGI” and the Toronto Stock Exchange under the symbol “PEG”. 

As of February 9, 2015, Pattern Energy owned interests in twelve wind power projects located in the United States, Canada and Chile. The projects utilize proven, best-in-class technology and have a total owned capacity of 1,636 MW, including one project under construction. 

Pattern Energy’s wind power projects generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business.

Pattern Energy was represented by its internal counsel team; by its US counsel Davis Polk & Wardwell LLP; and by its Canadian counsel Blake, Cassels & Graydon LLP

The Davis Polk corporate team included partner Richard Truesdell Jr. and associates Shane Tintle and Pedro Bermeo. Counsel Betty Moy Huber and associate Amy Turner provided environmental advice. The tax team included partner Michael Mollerus and counsel Craig Phillips. Associate Elina Teboul provided Investment Company advice. All members of the Davis Polk team are based in the New York office. 

The Blakes team included Jeff Lloyd, Brendan Reay, Michael Hickey, Karim Amlani and Joshua Whitford (securities) and Edward Miller and Ian Caines (tax).

The underwriters were represented in the United States by Vinson & Elkins LLP, with a team including Shelley Barber, Brenda Lenahan, Chris Mathiesen, David Choi and Stancell Haigwood (securities) and Price Manford, Debra Duncan and Sam Kamyans (tax), and in Canada by Torys LLP with a team that included Phil Symmonds, Rima Ramchandani, James Miller, Frazer House and Sam Levitt (securities) and Andrew Wong (tax).