SAN FRANCISCO, July 28, 2015 /PRNewswire/ -- Pattern Energy
Group Inc. (the "Company" or "Pattern Energy") (NASDAQ: PEGI) (TSX:
PEG) today announced that it has closed the previously announced
underwritten public offering of its Class A common stock, par value
$0.01 per share ("Class A Common
Stock"). The Company sold 5,435,000 shares of its Class A Common
Stock at a public offering price of $23.00 per share (the "Equity Offering") for
total gross proceeds of approximately $125
million. The underwriters of the Equity Offering have a
30-day option, exercisable until August 21,
2015, to purchase up to an additional 815,250 shares of
Class A Common Stock, solely to cover over-allotments, if any.
The Company intends to use the net proceeds from the Equity
Offering, together with the net proceeds from a concurrent private
offering of $225 million aggregate
principal amount of convertible senior notes, 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 Equity Offering was made through an underwriting group led
by BMO Capital Markets, BofA Merrill Lynch and Citigroup, as joint
book-running managers of the offering and the representatives of
the underwriters.
The notes referred to herein were offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (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 were offered on
a prospectus-exempt basis to accredited investors (as defined under
applicable Canadian securities laws) who were also qualified
institutional buyers.
A registration statement relating to the Company's Class A
Common Stock has been filed with the Securities and Exchange
Commission (the "SEC"). The specific terms of the Equity Offering
are described in a prospectus supplement that has been filed with
the SEC in connection with the Equity Offering. The Equity Offering
was made in Canada under a
supplement to the Company's MJDS shelf prospectus filed with
Canadian securities regulatory authorities. Copies of the final
prospectus supplement and/or Canadian MJDS shelf prospectus and
supplement relating to the Equity Offering may be obtained from BMO
Capital Markets, Attn: Equity Syndicate Department, 3 Times Square,
New York, NY 10036, by telephone
at (800) 414-3627 or by email at bmoprospectus@bmo.com; BofA
Merrill Lynch, 222 Broadway, New York,
NY 10038, Attn: Prospectus Department, by email at
dg.prospectus_requests@baml.com; and Citigroup, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800)
831-9146 or by email at prospectus@citi.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
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 facility 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 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 the use of proceeds of
the offerings, 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
or incorporated by reference in the prospectus supplement filed
with the SEC and applicable Canadian securities regulatory
authorities, 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
Media Relations
Matt
Dallas
(917) 363-1333
matt.dallas@patternenergy.com
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SOURCE Pattern Energy Group Inc.