SAN FRANCISCO, April 6, 2020 /PRNewswire/ -- Pattern Energy
Group Inc. (the "Company") announced today that it has commenced an
elective consent solicitation (the "Consent Solicitation") to
holders of record as of 5 p.m.,
New York City time, on
April 3, 2020, of its 5.875% Senior
Notes due 2024 (the "Notes").
The Consent Solicitation offers important benefits to the
holders and seeks to amend the indenture, dated as of January 25, 2017 (as amended or supplemented from
time to time, the "Indenture"), among the Company, Pattern US
Finance Company LLC, as guarantor, Pattern Energy Operations LP
("Pattern Operations"), as co-obligor, and Deutsche Bank Trust
Company Americas, as trustee, to, among other things, (i) modify
the reporting covenant with respect to the Notes to permit Pattern
Operations to provide financial statements and other information to
holders of the Notes in lieu of the existing reporting obligations
contained in the Indenture and (ii) certain other technical
amendments (such amendments, as further described in the Consent
Solicitation Statement (as defined below), the
"Amendments").
The Consent Solicitation is conditioned upon (i) the consent
(the "Consent") of the holders of at least a majority in aggregate
principal amount of the outstanding Notes and (ii) the other
conditions contained in the Consent Solicitation Statement (as
defined below). The complete terms of the Consent Solicitation are
described in the Consent Solicitation Statement, and holders of the
Notes are urged to read the Consent Solicitation Statement in
full.
On March 16, 2020, the Company was
acquired by an affiliate of Canada Pension Plan Investment Board
(the "Merger"). As a result of the Merger and related
reorganizations, Pattern Operations serves as the direct holding
company for substantially all of the operating assets of the
Company and its consolidated subsidiaries prior to the Merger.
If the Requisite Consents (as defined below) are received, the
Company expects to make certain other voluntary amendments to the
Indenture for the benefit of holders. These amendments would (among
other things): (1) revise the definition of "Change of Control" so
that a change of control with respect to Pattern Operations will
trigger the obligations of the Company under the Indenture, (2)
revise the liens covenant to provide that Pattern Operations will
be subject to such covenant and (3) revise the Events of Default
provision so that certain clauses also apply to Pattern
Operations.
The Consent Solicitation will expire at 5:00 p.m., New York
City time, on Friday, April 10,
2020 unless extended or earlier terminated by the Company
(the "Expiration Time"). If the Company accepts the valid
Consents of holders of at least a majority in aggregate principal
amount of the Notes (the "Requisite Consents"), holders who validly
deliver their Consent by the Expiration Time in the manner
described in the Consent Solicitation Statement dated April 6, 2020 (the "Consent Solicitation
Statement") will be eligible to receive a consent fee (the "Consent
Fee") of $2.50 in cash per
$1,000 in principal amount of the
Notes as to which such Consent was validly delivered. Subject to
the terms and conditions of the Consent Solicitation Statement, the
Company will pay the Consent Fee to the consenting holders as
promptly as practicable after the conditions set forth within the
Consent Solicitation Statement have been satisfied or
waived. Consents may be revoked at any time prior to the
earlier of (i) the date on which the Amendments become effective
upon acceptance by the Company of the Requisite Consents and the
(ii) Expiration Time, but not thereafter.
If the Amendments are approved, the Amendments will be binding
on all holders of the Notes, including those that did not deliver
their Consent, and only holders validly delivering their Consent on
or prior to the Expiration Time will receive the consent fee.
The Company has retained RBC Capital Markets, LLC and BMO
Capital Markets Corp. to act as the solicitation agents for the
Consent Solicitation. Questions regarding the Consent Solicitation
may be directed to RBC Capital Markets, LLC at (877) 381-2099 or
BMO Capital Markets Corp. at (833) 418-0762. Requests for documents
may be directed to Global Bondholder Services Corporation, the
information and tabulation agent, at (212) 430-3774. Holders can
also download documents relating to the Consent Solicitation at
https://www.gbsc-usa.com/patternenergy/.
None of the Company, solicitation agent or the information and
tabulation agent make any recommendations as to whether holders
should deliver Consents pursuant to the consent solicitation, and
no one has been authorized by any of them to make such a
recommendation. Holders must make their own decisions as to
whether to deliver consents.
This press release is for informational purposes only and is not
a solicitation of consent with respect to the Notes or any other
securities. The consent solicitation is being made solely pursuant
to the consent solicitation statement, which sets forth the
complete terms of the consent solicitation.
About Pattern Energy Group Inc.
Pattern Energy Group Inc. is the majority owner of Pattern
Energy Group LP ("Pattern Energy"), which is one of the world's
largest privately-owned developers and operators of wind, solar,
transmission, and energy storage projects. Based in the U.S.,
Pattern Energy's operational portfolio includes 28 renewable energy
facilities that use best-in-class technology with an operating
capacity of 4.4 GW in the United
States, Canada and
Japan. Everything Pattern Energy
does is guided by a long-term commitment to serve its customers,
protect the environment, strengthen communities, support its teams,
and create value for its stakeholders. For more information, visit
www.patternenergy.com.
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 ability of the Company to
advance its mission to bring renewable energy to communities, the
ability of the Company to grow by capturing opportunities presented
by demand for low-carbon energy, and similar statements. 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
Company's annual report on Form 10-K and any quarterly reports on
Form 10-Q. The risk factors and other factors noted therein 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:
Media Contact
Matt Dallas
(917) 363-1333
matt.dallas@patternenergy.com
Investor Relations
Ross Marshall
(416) 526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.