San Francisco, CA September 9, 2013 – Pattern Energy Group Inc. (the “Company”), today announced the launch of its initial public offering of 16,000,000 shares of its Class A common stock. The initial public offering price is currently expected to be between US$ 19.00 and US$ 21.00 per share of Class A common stock. The underwriters will have the option to purchase up to an additional 2,400,000 shares of common stock from Pattern Energy Group LP (the “Selling Stockholder”).
The Company expects to receive net proceeds of approximately US $290 million from the offering and intends to use such proceeds as partial consideration for its initial portfolio of wind assets that will be contributed to the Company by the Selling Stockholder on or immediately prior to the completion of the offering, to repay the outstanding indebtedness under the Company’s revolving credit facility and the remainder for general corporate purposes. If the underwriters exercise their option to purchase additional shares, the Company will not receive any proceeds from the sale of shares by the Selling Stockholder.
BMO Capital Markets, RBC Capital Markets and Morgan Stanley will act as joint book-running managers for the offering, BofA Merrill Lynch will act as bookrunner and CIBC, Scotiabank, Wells Fargo Securities, Canaccord Genuity and Raymond James will act as co-managers for the offering.
A registration statement, including a prospectus, relating to these securities has been filed with the U.S. Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. A preliminary prospectus relating to these securities has also been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The preliminary prospectus is subject to completion or amendment. There will not be any sale or any acceptance of the offer to buy the Class A shares in any province or territory of Canada until a receipt for the final prospectus has been obtained from the securities regulatory authorities in such provinces and territories. Copies of the Canadian preliminary prospectus may be obtained from the underwriters at the addresses set out below and is available on SEDAR at www.sedar.com.
The offering of these securities will be made only by means of a prospectus. A copy of the U.S. preliminary prospectus 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 [email protected]; 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 [email protected]; 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 [email protected].
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Company’s Class A common stock, 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.
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