SAN FRANCISCO, CALIFORNIA, July 22, 2015 – Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ: PEGI) (TSX: PEG) today announced the pricing of $225 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2020 (the “Notes”) in a private offering that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the prospectus requirements of applicable Canadian securities laws (the “Notes Offering”). The Company has granted the initial purchasers of the Notes Offering a 30-day option to purchase up to an additional $33.75 million aggregate principal amount of Notes solely to cover over-allotments, if any. The Notes Offering is expected to close on July 28, 2015, subject to customary closing conditions.
The Company intends to use the net proceeds from the Notes Offering, together with the net proceeds from a concurrent underwritten public offering of approximately $125 million, or 5,435,000 shares, of its Class A common stock (“Class A Shares”) at a public offering price of $23.00 per share (the “Public Offering Price”), for the repayment of a portion of the outstanding indebtedness incurred in connection with the Company’s purchase of interests in the K2, Lost Creek and Post Rock wind projects, the acquisition of non-controlling interests in the Gulf Wind project, the prepayment of Gulf Wind project level indebtedness and general corporate purposes.
The Notes will be unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by Pattern US Finance Company LLC. The Notes will mature on July 15, 2020, unless repurchased or converted in accordance with their terms prior to such date, and will bear interest at a rate of 4.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2016. The Company may not redeem the Notes prior to maturity.
The Notes will be convertible into Class A Shares at an initial conversion rate of 35.4925 Class A Shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $28.175 per Class A Share and represents an approximately 22.5% conversion premium over the Public Offering Price. Conversions of the Notes will be settled, at the Company’s election, in cash, Class A Shares or a combination thereof. Upon the occurrence of certain fundamental changes, holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. For Notes converted in connection with certain fundamental changes, the Company will, under certain circumstances, increase the conversion rate for the converted Notes.
The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act. In Canada, the Notes may be offered on a prospectus-exempt basis to accredited investors (as defined under applicable Canadian securities laws) who are also qualified institutional buyers.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Pattern Energy
Pattern Energy Group Inc. 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, including the interests in the Gulf Wind project it has agreed to acquire, 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.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws, including statements regarding the proposed offerings and use of proceeds thereof. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing the offerings referred to herein and the use of proceeds thereof, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. The risk factors and other factors noted in these documents could cause actual events or the Company’s actual results to differ materially from those contained in any forward-looking statement.
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