UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 29, 2020

PATTERN ENERGY GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-36087~~	90001-~~0893251~~36087	90-0893251
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification Number)
of incorporation)	File Number)	Identification Number)

1088 Sansome Street

San Francisco, CA 94111

(Address and zip code of principal executive offices)

(415) 283-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Class A common stock	PEGI	Nasdaq Global Select Market
		Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 8.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On March 29, 2020, wePattern ~~issued~~Energy Group Inc., a ~~press~~Delaware ~~release~~corporation ~~announcing~~(the ~~our~~“Company”), ~~financial~~issued ~~results~~a ~~for~~press ~~the~~release ~~fourth~~related ~~quarter~~to ~~and~~its ~~year~~upcoming ~~ended~~Special ~~December~~Meeting on March 3110, ~~2019.~~2020, Areiterating ~~copy~~the Board of ~~our~~Directors’ ~~press~~recommendation ~~release~~that isstockholders ~~furnished~~vote ~~herewith~~“FOR” asthe ~~Exhibit~~proposals ~~99.1~~relating ~~and~~to isthe ~~incorporated~~Company’s ~~herein~~pending bytransaction ~~reference~~with Canada Pension Plan Investment Board.

~~Our~~A ~~press~~copy ~~release,~~of ~~included herein, makes reference to non-U.S. GAAP financial measures, which management believes are useful for investors by offering~~ the ~~ability~~press torelease ~~better~~is ~~evaluate~~filed ~~operating~~as ~~performance~~Exhibit ~~and~~99.1 to ~~better~~this ~~understand~~Current ~~how~~Report ~~management~~on ~~evaluates~~Form ~~the business. These non~~8-~~U.S.~~K ~~GAAP financial measures are not prepared in accordance with,~~ and ~~should~~is ~~not~~incorporated beherein ~~considered in isolation of, or as an alternative to, measurements required~~ by Ureference.S. ~~GAAP. Descriptions of the non-U.S. GAAP financial measures are discussed below.~~

WeCautionary ~~define~~Statement ~~Adjusted~~Regarding EBITDA as net income (loss) before net interest expense, income taxes, and depreciation, amortization and accretion, including our proportionate share of net income (loss) before interest expense, income taxes, and depreciation, amortization and accretion of unconsolidated investments. Adjusted EBITDA also excludes the effect of certain markForward-~~to-market~~Looking ~~adjustments,~~Statements gain or loss related to acquisitions, divestitures, or refinancing transactions, adjustments from unconsolidated investments, and infrequent items not related to normal or ongoing operations. In calculating Adjusted EBITDA, we exclude mark-to-market adjustments to the value of our derivatives because we believe that it is useful for investors to understand, as a supplement to net income (loss) and other traditional measures of operating results, the results of our operations without regard to periodic, and sometimes material, fluctuations in the market value of such assets or liabilities.

~~Adjustments~~Certain ~~from~~statements ~~unconsolidated~~contained ~~investments~~in ~~represent~~the ~~distributions~~press ~~received~~release inconstitute ~~excess~~“forward-looking statements” within the meaning of the ~~carrying~~Private ~~amount~~Securities Litigation Reform Act of ~~our~~1995 ~~investment~~and “forward-looking information” within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and ~~suspended~~expectations ~~equity~~that ~~earnings~~are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or ~~losses~~“potential,” ~~during~~by ~~periods~~future ofconditional ~~suspension~~verbs ofsuch ~~recognition~~as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of ~~equity~~such ~~method~~words ~~earnings~~or by similar expressions or the negative thereof. ~~When~~Actual weresults ~~receive~~may ~~distributions~~vary inmaterially ~~excess~~from those expressed or implied by forward-looking statements based on a number of factors related to the ~~carrying~~pending ~~value~~acquisition of ~~its~~the ~~investment~~Company, ~~and~~including, wewithout ~~are~~limitation, ~~not~~(1) risks ~~liable~~related ~~for~~to the ~~obligations~~consummation of the ~~investee~~Merger, ~~nor~~including ~~otherwise~~the ~~committed~~risks that (a) the Merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to ~~provide~~obtain ~~financial~~shareholder ~~support~~approval weof ~~will:~~the 1Merger Agreement, and (c) other ~~suspend~~conditions ~~recognition~~to the consummation of ~~equity~~the ~~method~~Merger ~~earnings~~under the Merger Agreement may not be satisfied; (~~losses~~2) the effects that any termination of the Merger Agreement may have on the Company or its business, 2including the risks that (a) the ~~record~~price ~~such~~of ~~excess~~the ~~distributions~~Company’s ascommon ~~earnings~~stock may decline significantly if the Merger is not completed, (~~loss~~b) the Merger Agreement may be terminated in ~~unconsolidated~~circumstances ~~investments~~requiring the Company to pay Parent a termination fee, ~~net~~or in(c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the ~~distributions~~termination ~~occur~~fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the Merger; (3) the effects that the announcement or pendency of the Merger may have on the Company and 3its business, including the risks that as a result (a) the ~~suspend~~Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including with suppliers, off-takers, and business partners) may be adversely affected, (e) the Company is not able to access the debt or equity markets on favorable terms, or at all, or (f) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on the Company’s ability to operate its business or engage in ~~earnings~~alternative transactions; (~~losses~~5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs, liabilities or ~~equity~~delays; (7) the Company’s ability to continue paying a quarterly dividend; and (8) other economic, business, competitive, legal, regulatory, and/or tax factors under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated or supplemented by subsequent reports that the Company has filed or files with the U.S. Securities and Exchange Commission (“SEC”) and Canadian securities regulatory authorities. Potential investors, stockholders and other ~~comprehensive~~readers ~~income~~are cautioned not to place undue reliance on these forward-looking statements, which speak only as of ~~unconsolidated~~the ~~investments~~date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, ifwhether ~~applicable~~as a result of new information, future events or otherwise, except as required by law.

~~Management~~Additional ~~believes~~Information ~~Adjusted EBITDA assists investors~~ and ~~analysts~~Where ~~in comparing our operating performance across reporting periods on a consistent basis by excluding items that our management believes are not indicative of our core operating performance and~~ to ~~compare~~Find ~~our~~It business to that of our peers. Using Adjusted EBITDA, which is a non-U.S. GAAP measure, enables our management to evaluate our operating performance, our ability to meet debt service and other capital obligations and to measure the effectiveness of our overall capital structure. The most directly comparable U.S. GAAP measure to Adjusted EBITDA is net income (loss).

~~However~~The press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The press release may be deemed to be solicitation materials in respect of the Merger. In connection with the proposed transaction, ~~Adjusted~~the ~~EBITDA~~Company has ~~limitations~~filed asa andefinitive ~~analytical~~proxy ~~tool~~statement with the SEC and Canadian securities regulatory authorities and mailed the definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting relating to the proposed Merger. ~~Some~~STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors are able to obtain free copies of ~~these~~the ~~limitations~~proxy ~~include:~~statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov and the website of the Canadian securities regulatory authorities at www.sedar.com. Copies of the proxy statement and the filings incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations department at ir@patternenergy.com or (416) 526-1563.

•Participants ~~Adjusted~~in ~~EBITDA~~Solicitation

•The ~~does~~Company ~~not~~and ~~reflect~~its ~~our~~directors, ~~cash~~executive ~~expenditures~~officers orand ~~future~~certain ~~requirements~~employees, ~~for~~may ~~capital~~be ~~expenditures~~deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company’s directors and executive officers is available in its annual proxy statement and definitive proxy statement related to the proposed transaction filed with the SEC and Canadian securities regulatory authorities on April 23, 2019 and February 4, 2020, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or ~~contractual~~otherwise, ~~commitments;~~is also contained in the definitive proxy statement and other relevant materials filed with the SEC and Canadian securities regulatory authorities. These documents can be obtained free of charge from the Company from the sources indicated above.

•Item ~~does~~9.01. ~~not reflect changes in, or cash requirements for, our working capital needs;~~Exhibits.

•d. ~~does~~Exhibits not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, or our proportional interest in the interest expense of our unconsolidated investments or the cash requirements necessary to service interest or principal payments on the debt borne by our unconsolidated investments;

• does not reflect our income taxes or the cash requirement to pay our taxes; or our proportional interest in income taxes of our unconsolidated investments or the cash requirements necessary to pay the taxes of our unconsolidated investments;


Exhibit Number		Description

	99.1	Press release issued by Pattern Energy, dated March 9, 2020.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

• does not reflect depreciation, amortization and accretion which are non-cash charges; or our proportional interest in depreciation, amortization and accretion of our unconsolidated investments. The assets being depreciated, amortized and accreted will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and

• does not reflect the effect of certain mark-to-market adjustments and non-recurring items or our proportional interest in the mark-to-market adjustments at our unconsolidated investments.

• We do not have control, nor have any legal claim to the portion of the unconsolidated investees' revenues and expenses allocable to our joint venture partners. As we do not control, but do exercise significant influence, we account for the unconsolidated investments in accordance with the equity method of accounting. Net earnings from these investments are reflected within our consolidated statements of operations in "Earnings in unconsolidated investments, net." Adjustments related to our proportionate share from unconsolidated investments include only our proportionate amounts of interest expense, income taxes, depreciation, amortization and accretion, and mark-to-market adjustments included in "Earnings in unconsolidated investments, net;" and

• Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. You should not consider Adjusted EBITDA as an alternative to net income (loss), as determined in accordance with U.S. GAAP.

We define cash available for distribution as Adjusted EBITDA further adjusted to (i) subtract unconsolidated investment earnings, (ii) subtract interest expense, less non-cash items, (iii) subtract distributions to noncontrolling interests, (iv) subtract principal payments paid from operating cash flows, (v) subtract current income taxes, (vi) subtract non-expansionary capital expenditures, (vii) subtract preferred dividends, (viii) add distributions from unconsolidated investments, (ix) add net release of restricted cash, (x) add stock-based compensation, (xi) add pay-go contributions, and (xii) add or subtract other items as necessary to present the cash flows we deem representative of our core business operations.

Management believes that cash available for distribution is indicative of our core operating performance. For the periods presented, we reconcile Adjusted EBITDA and cash available for distribution to net income (loss), the most directly comparable GAAP financial measure. Cash available for distribution is a supplemental performance measure used by management and external users of our financial statements to measure our performance across reporting periods on a consistent basis by excluding items that our management believes are not indicative of our core operating performance and to compare our business to that of our peers. Cash available for distribution serves as an important measure of our performance and enables our management to evaluate our ability to meet dividend expectations, the amount of internal capital available for new investment opportunities that can enhance our ability to grow our dividends over time, and the suitability of our corporate debt levels.

However, cash available for distribution has limitations as an analytical tool. Some of the limitations are:

• Cash available for distribution:

◦ excludes depreciation, amortization and accretion;

◦ does not capture the level of capital expenditures necessary to maintain the operating performance of our projects or complete the construction of acquired projects;

◦ is not reduced for principal payments on our project indebtedness except to the extent they are paid from operating cash flows during a period;

◦ excludes preferred stock dividends; and

◦ excludes the effect of certain other cash flow items, all of which could have a material effect on our financial condition and results from operations.

• Other companies in our industry may calculate cash available for distribution differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, cash available for distribution should not be considered in isolation or as a substitute for performance measures calculated in accordance with U.S. GAAP. You should not consider cash available for distribution as an alternative to net income (loss), determined in accordance with U.S. GAAP, nor does it represent funds actually available to fund our current dividend commitments.

Item 7.01 Regulation FD Disclosure.

In addition to the earnings press release discussed in Item 2.02 above, on March 2, 2020, we are also providing Operating Metrics: Production Performance for long-term average production (“LTA”) compared to actual production, including compensated curtailment for the quarter ended December 31, 2019 and expected long-term average production for 2020. Such information is furnished herewith as Exhibit 99.2.

The information included in this Current Report on Form 8-K, including the exhibits attached hereto under Items 2.02 and 7.01, is "furnished" and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.2 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber	Description
99.1	Press Release issued by Pattern Energy Group Inc. on March 2, 2020
99.2	Operating Metrics: Production Performance, Q4 2019 and Expected Long-Term Average Production 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Pattern Energy Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 29, 2020

PATTERN ENERGY GROUP INC. By: /s/ ~~Esben~~Kim WH. ~~Pedersen~~Liou Name: ~~Esben~~Kim WH. ~~Pedersen~~Liou Title: ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and ~~(Principal Financial Officer)~~Secretary

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