SAN FRANCISCO, CALIFORNIA, October 4, 2013 (Marketwired) – Pattern Energy Group Inc. (NASDAQ: PEGI) (TSX: PEG) (the "Company") announced today the underwriters have exercised in full their overallotment option to purchase 2,400,000 shares of Class A common stock of the Company ("Class A Shares") from Pattern Energy Group LP ("PEG LP"), the selling stockholder, pursuant to the overallotment option granted by PEG LP in connection with the previously announced initial public offering of Class A Shares of the Company, which closed on October 2, 2013. The additional Class A Shares will be offered to the public at a price of US$22.00 per share. The exercise in full of the over-allotment option will result in gross proceeds of US$52.8 million, none of which will be received by the Company. The closing of the overallotment option is expected to occur on October 8, 2013.
As a result of the exercise of the overallotment option, PEG LP, the selling stockholder named in the registration statement and prospectus related to the offering, will hold an aggregate 63.2% voting interest in the Company through the ownership of 47.5% of the Company's outstanding Class A Shares and 99.1% of the Company's outstanding shares of Class B common stock.
The Class A Shares are listed on the NASDAQ Global Market and the Toronto Stock Exchange under the ticker symbol "PEGI" and "PEG", respectively.
The initial public offering was made through a syndicate of underwriters led by BMO Capital Markets, RBC Capital Markets and Morgan Stanley as joint book-running managers. BofA Merrill Lynch acted as bookrunner and CIBC, Scotiabank, Wells Fargo Securities, Canaccord Genuity and Raymond James acted as co-managers for the offering.
A registration statement relating to the offering has been filed with and declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The registration statement is available on the SEC's website at www.sec.gov under the Company's profile.
The Company has filed and obtained a receipt for a final prospectus for the offering from the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the supplemented PREP prospectus containing pricing information and other important information relating to the Class A Shares may be obtained from the underwriters at the addresses set out below and is available on the SEDAR website at www.sedar.com under the Company's profile.
A copy of the U.S. prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, related to the offering has been filed with the SEC and may be obtained from: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, or by telephone at (800) 414-3627 or by email at ; RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Prospectus Department, or by telephone at (866) 375-6829 or by email at ; or Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone at (866) 718-1649 or by email at .
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Class A Shares, nor shall there be any sale of such shares in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 anticipated closing date of the overallotment option. 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, 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 in the prospectus filed with the SEC and applicable Canadian securities regulatory authorities in connection with the Company's initial public offering. The risk factors and other factors noted in the prospectus 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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