Pattern Energy Group completes US$270M public offering of common stock

On August 12, 2016, Pattern Energy Group Inc. (“Pattern Energy”) completed an underwritten public offering of 10 million shares of its Class A common stock (“common stock”) and on August 22, 2016, the underwriters partially exercised their over-allotment option to purchase an additional 1,300,000 shares of common stock. In total, Pattern Energy sold 11,300,000 shares of common stock at a price of US$23.90 per share, for proceeds of approximately US$270 million.

The common stock was 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 prospectus supplement dated August 8, 2016, and was qualified for distribution in Canada under Pattern Energy’s multijurisdictional disclosure system shelf prospectus dated November 21, 2014 as supplemented by a prospectus supplement dated August 8, 2016.

The common stock was sold through an underwriting group led by RBC Dominion Securities Inc., BMO Capital Markets Corp., and Morgan Stanley & Co. LLC, and including Merrill Lynch, Pierce, Fenner & Smith Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc., National Bank of Canada Financial Inc., Raymond James (USA) Ltd., Desjardins Securities International Inc., MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc.

Pattern Energy is an independent power company listed on the NASDAQ Global Select Market and TSX. Pattern Energy has a portfolio of 17 wind power facilities, including one it has committed to acquire, with a total owned interest of 2,554 MW in the United States, Canada and Chile that use proven, best-in-class technology. Pattern Energy’s wind power facilities 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 partners Richard Truesdell Jr. and Shane Tintle, and associates Eugene Baek and Martin Oberst. Partner Michael Mollerus and associate Patrick Sigmon provided tax advice. Counsel Betty Moy Huber and associate Yuko Masunaga provided environmental advice. Associate Brantley Hawkins provided Investment Company Act advice. All members of the Davis Polk team are based in the New York office. The Blakes team included Jeffrey Lloyd, Brendan Reay, Michael Hickey, Tim Phillips and Yousaf Khan (securities) and Edward Miller and Ian Caines (tax).

The underwriters were represented in the United States by Vinson & Elkins L.L.P, with a team including Shelley Barber, Chris Mathiesen and Frankie Shulkin (securities) and Debra Duncan, Price Manford and Dario Mendoza (tax), and in Canada by Torys LLP with a team that included Rima Ramchandani, Robbie Leibel, Frazer House and Blake Pronk (securities), Andrew Wong and Catrina Card (tax) Tyson Dyck (environmental), Jonathan Myers (energy regulatory) and Andy Gibbons (real estate).