Pattern Energy Group Completes IPO

Pattern Energy Group Inc. completed its initial public offering in the US and Canada of 16,000,000 shares of its Class A common stock at a price of US$22 per share, resulting in gross proceeds of US$352 million.

Pattern used the net proceeds of the offering as partial consideration for its initial portfolio of wind power assets that were contributed to it by Pattern Energy Group LP (PEG LP) in connection with the completion of the offering, to repay the outstanding indebtedness under Pattern's revolving credit facility and the remainder for working capital and general corporate purposes.

The Class A shares are listed on the NASDAQ Global Market and the Toronto Stock Exchange under the symbol “PEGI” and “PEG,” respectively.

In addition, on October 8, 2013, PEG LP, the selling stockholder and Pattern's majority stockholder, sold an additional 2,400,000 Class A shares at the initial public offering price to the underwriters upon exercise by them of their over-allotment option.

The offering was made through a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets, and Morgan Stanley as joint book-running managers. Bank of America Merrill Lynch acted as bookrunner, and CIBC, Scotiabank, Wells Fargo Securities, Canaccord Genuity, and Raymond James acted as co-managers for the offering.

Pattern is a premium independent power company which owns and operates eight wind power projects in the US, Canada and Chile with a total owned capacity of 1,041 MW. These projects generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of Pattern's business. Following completion of the initial public offering, PEG LP holds approximately 63.2 per cent of the voting common shares of Pattern.

Pattern was represented by its internal counsel team. Its external US counsel was a Latham & Watkins LLP team including Kirk Davenport II, Patrick Shannon, Brandon Bortner and John Kim (capital markets); Jiyeon Lee-Lim and Matthew Dewitz (tax), and David Taub and Adam Kestenbaum (executive compensation). Its Canadian counsel was Blake, Cassels & Graydon LLP with a team of Jeffrey Lloyd, Brendan Reay, Cat Youdan, Michael Hickey and Faye Ghadiani (securities); Ron Richler (tax), Tom Rowe (corporate) and Peter MacGowan and Mark Platteel (banking).

The underwriters were represented by Vinson & Elkins L.L.P. in the US, with a team of Shelley Barber, Brenda Lenahan, Chris Mathiesen and David Choi (securities) and Debra Duncan (tax); and in Canada by Torys LLP with a team of Phil Symmonds, Rima Ramchandani, Jim Miller and Christian Thatcher (securities) and Corrado Cardarelli and Andrew Wong (tax).


Michael Hickey Ronald M. Richler Andrew Wong Catherine Youdan Philip D.A. Symmonds Brendan D. Reay Mark Platteel Jeffrey R. Lloyd Christian Thatcher Thomas Rowe Corrado Cardarelli Peter MacGowan Rima Ramchandani


Latham & Watkins LLP Blake, Cassels & Graydon LLP Vinson & Elkins LLP Torys LLP