Pattern Energy Group completes US$125M public offering and US$225M private offering

On July 28, 2015, Pattern Energy Group Inc. (Pattern Energy) completed an underwritten public offering of shares of its Class A common stock (Class A shares) and a concurrent private placement offering of 4.00 per cent convertible senior notes due 2020 (the notes). In total, Pattern Energy sold 5,435,000 Class A shares at a price of US$23.00 per share, for total gross proceeds of approximately US$125 million, and US$225 million aggregate principal amount of notes. 

The Class A shares were registered and sold in the United States under Pattern Energy’s shelf registration statement and base prospectus included therein filed on October 8, 2014, as supplemented by a preliminary prospectus supplement dated July 21, 2015, and a final prospectus supplement dated July 22, 2015, and were qualified for distribution in Canada under Pattern Energy’s multijurisdictional disclosure system (MJDS) shelf prospectus dated November 21, 2014, as supplemented by a prospectus supplement dated July 22, 2015.

The notes were offered only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended. In Canada, the notes were offered on a prospectus-exempt basis to accredited investors under applicable Canadian securities laws who were also qualified institutional buyers. 

Pattern Energy used a portion of the net proceeds from the offerings for the acquisition of non-controlling interests in the Gulf Wind project, prepayment of Gulf Wind project level indebtedness, and repayment of a portion of the outstanding indebtedness incurred in connection with Pattern Energy’s purchase of interests in the K2, Lost Creek and Post Rock wind projects, and intends to use the remaining net proceeds for general corporate purposes. 

The Class A share offering was sold through an underwriting group led by BMO Capital Markets, BofA Merrill Lynch, and Citigroup, and included Morgan Stanley, RBC Capital Markets, KeyBanc Capital Markets, Scotiabank, CIBC, Wells Fargo Securities, Raymond James, and SOCIÉTÉ GÉNÉRALÉ. The notes offering was sold through an initial purchaser group led by BofA Merrill Lynch, BMO Capital Markets, and Citigroup, and included Morgan Stanley and RBC Capital Markets. 

Pattern Energy is an independent power company listed on The NASDAQ Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 16 wind power projects, with a total owned interest of 2,282 MW in the United States, Canada and Chile that use proven, best-in-class technology. 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 & Wardwell LLP corporate team included partner Richard Truesdell Jr. and associates Shane Tintle and Hua Zhao. The Davis Polk equity derivatives team included partners John Brandow and Ray Ibrahim and associates Jonathan Armstrong and Won Lee. Partner Michael Mollerus and associates Patrick Sigmon and Anne McGinnis provided tax advice. Members of the Davis Polk team are based in the New York and Menlo Park offices.

The Blake, Cassels & Graydon LLP team included Jeff Lloyd, Brendan Reay, Michael Hickey, Joshua Whitford and Alexander MacMillan (securities) and Edward Miller, Jeffrey Shafer and Ian Caines (tax).

The underwriters were represented in the US by Vinson & Elkins LLP, with a team including Shelley Barber, David Stone, Michael Harrington, Chris Mathiesen, David Choi and Stancell Haigwood (securities) and Judy Blissard, Debra Duncan and James Melchers (tax), and in Canada by Torys LLP with a team that included Rima Ramchandani, Frazer House and Blake Pronk (securities), Andrew Wong (tax), Tyson Dyck (environmental), Jonathan Myers (energy regulatory) and Andy Gibbons (real estate).