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 1016, 2020 (March 11, 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))

☐	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~~Introduction ~~5.07. Submission of Matters to a Vote of Security Holders.~~

OnAs ~~March~~previously 10disclosed, ~~2020,~~ Pattern Energy Group Inc., a Delaware corporation (~~the~~ “~~Company~~Pattern Energy”), ~~held~~or ~~a special meeting of stockholders (~~the “~~Special Meeting~~Company”), toentered ~~consider certain~~into ~~proposals~~an ~~related to the~~ Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2019, by ~~and~~with ~~among the Company,~~ Pacific US Inc., a Delaware corporation (“Parent”), and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). On March 16, ~~pursuant to~~2020 ~~which~~(the “Closing Date”), upon the terms and subject to the ~~satisfaction~~conditions orset ~~waiver~~forth in the Merger Agreement and in accordance with the applicable provisions of ~~certain~~the ~~specified~~General ~~conditions~~Corporation Law of the State of Delaware, Merger Sub ~~will~~merged ~~merge~~ with and into the Company ~~(the “Merger”)~~, with the Company surviving ~~the Merger~~ as a wholly -owned subsidiary of Parent (the “Merger”). Parent ~~and~~is ~~Merger~~an ~~Sub are~~affiliate ~~affiliates~~ of Canada Pension Plan Investment Board ~~(“CPPIB”)~~.

~~Holders~~Item of record of shares of the Company’s Class A common stock (“Company Common Stock”) and the Company’s Series A perpetual preferred stock (“Company Preferred Stock”) as of the close of business on January 31, 2020, the record date, were entitled to vote at the Special Meeting1. ~~As of the close of business on the record date, there were 98,218,625 shares of Company Common Stock issued and outstanding and 10,400,000 shares of Company Preferred Stock issued and outstanding~~01. ~~Holders~~Entry ofinto ~~Company Common Stock and Company Preferred Stock voted together as~~ a ~~single~~Material ~~class~~Definitive ~~on all matters presented at the Special Meeting (except as noted below with respect to Proposal 1) for an aggregate of, as of the close of business on the record date, 108,618,625 votes~~Agreement.

AtAmendment ~~the Special Meeting, a total of 81,166,734 shares of Company Common Stock and Company Preferred Stock, representing approximately 74~~No.~~73% of the combined voting power of all of the outstanding shares of Company Common Stock and Company~~ ~~Preferred Stock~~3 ~~entitled~~ to ~~vote~~Second atAmended ~~the~~and ~~Special~~Restated ~~Meeting,~~Credit ~~were present~~and inGuaranty ~~person~~Agreement ~~or by valid proxies at the Special Meeting, which constituted a quorum.~~

AtOn ~~the~~March 11, ~~Special Meeting~~2020, certain subsidiaries of Pattern Energy entered into Amendment No. 3 (the ~~Company’s stockholders~~“Amendment”) ~~considered~~to that certain Second Amended and ~~voted~~Restated ~~upon~~Credit ~~the~~and ~~proposals~~Guaranty ~~described~~Agreement ~~below,~~dated ~~each~~as of ~~which~~November 21, is2017 ~~further~~(as ~~described~~amended, inrestated, supplemented, or otherwise modified from time to time, the ~~Company’s~~ ~~definitive~~“Credit ~~proxy~~Agreement”) ~~statement~~among onPattern ~~Schedule~~US ~~14A~~Finance Company LLC (“US Borrower”), ~~filed~~Pattern ~~with~~Canada ~~the~~Finance ~~U.S.~~Company ~~Securities~~ULC ~~and~~(together ~~Exchange~~with ~~Commission~~US ~~on February~~Borrower, 4the “Borrowers”), ~~2020~~Royal Bank of Canada (asacting ~~supplemented~~through its New York Branch), as Administrative Agent (the “~~Proxy~~Administrative ~~Statement~~Agent”), and the other parties thereto. ~~The~~Capitalized ~~final~~terms ~~voting~~used ~~results~~in ~~for~~this ~~each~~Item ~~proposal~~1.01 ~~are~~and ~~set forth~~not ~~below~~otherwise defined under this Item 1.01 shall have the meanings assigned to such terms in the Credit Agreement.

~~Proposal~~The 1.Amendment Aincludes ~~proposal~~certain amendments to ~~adopt~~ the ~~Merger~~ Credit Agreement ~~and~~that ~~approve~~became effective as of March 11, 2020, which, among other things, (i) permit the ~~Merger.~~Borrowers, ~~The~~at ~~following~~their isoption, to substitute Pattern Canada Operations Holdings ULC with a ~~tabulation~~new holding company formed under the laws of the ~~votes~~Netherlands, ~~with~~Luxembourg, ~~respect~~the Cayman Islands or another jurisdiction reasonably acceptable to ~~this~~the ~~proposal~~Administrative Agent, ~~which~~(ii) following ~~was~~a ~~approved by~~permitted transfer of the Company’s ~~stockholders:~~Japanese subsidiaries into a newly-formed holding company organized under the laws of Japan, permit certain specified cash flow of such newly-formed Japanese holding company to be included in Available Cash for so long as such holding company guarantees the obligations under the Credit Agreement and (iii) provide greater flexibility to Pattern Energy in respect of the asset sale mandatory prepayment provisions, intercompany investment provisions, transactions with affiliates covenant and LIBOR replacement provisions, along with other amendments intended to provide the Company and its subsidiaries with greater operational flexibility.

Votes For	Votes Against	Abstentions
56,856,064	23,850,566	460,104

The Amendment also contains a series of modifications to address the Merger, which became effective as of the Closing Date. These amendments, among other things, (i) revise the definition of “Change of Control” to permit the Merger and reflect Pattern Energy’s status as a private company, (ii) limit the conditionality for revolving loans and/or issuances of letters of credit on the Closing Date and for certain other purposes, (iii) provide for further restricted payment capacity, (iv) provide the option to deliver financial statements to lenders at the level of a joint holding company of the Borrowers and (v) provide the Company and its subsidiaries with greater operational flexibility.

InA ~~addition,~~copy ~~under~~of ~~applicable Canadian securities laws,~~ the ~~Merger~~Amendment ~~was~~is ~~also~~attached ~~required~~hereto toas beExhibit ~~approved~~1.1, byand ais ~~majority~~incorporated ~~of votes cast at the Special Meeting~~ by ~~holders~~reference ofherein. ~~shares~~The offoregoing ~~Company Common~~description ~~Stock, excluding those holders~~ of ~~shares~~the ofAmendment ~~Company~~does ~~Common~~not ~~Stock~~purport ~~whose votes were required~~ to be ~~excluded~~complete ~~from~~and ~~such~~is ~~vote pursuant~~qualified ~~to such laws, as described~~ in ~~the~~its ~~Proxy~~entirety ~~Statement.~~by ~~The~~reference ~~following~~to ~~is a tabulation of~~ such ~~vote:~~exhibit.

Votes For	Votes Against
45,246,014	23,850,566

Proposal 2. A proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

Votes For	Votes Against	Abstentions
56,987,457	21,476,099	2,703,178

Proposal 3. A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the Merger Agreement and approve the Merger. Because there were sufficient votes at the Special Meeting to approve the Merger, the Company’s stockholders were not asked to vote with respect to this third proposal at the Special Meeting.

Item 82.0103. ~~Other~~Creation ~~Events.~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

OnSupplemental ~~March~~Indentures 10, 2020, the Company issued a press release announcing that its stockholders voted to approve the Company’s pending transaction (the “Transaction”) with Canada Pension Plan Investment Board (“CPP Investments”) at the Special Meeting. The Company has received all approvals required to complete the Transaction and expects to close on Monday, March 16, 2020.

AOn ~~copy~~March 16, 2020, in connection with the Merger, the Company, Pattern US Finance Company LLC (the “Guarantor”), Pattern Energy Operations LP (the “Co-Obligor”) and Deutsche Bank Trust Company Americas (the “Trustee”) entered into (i) the First Supplemental Indenture (the “2020 Notes Supplemental Indenture”) to that certain indenture, dated as of July 28, 2015 (the ~~press~~“2015 ~~release~~Indenture”), isgoverning ~~filed~~the Company’s 4.00% Convertible Senior Notes due 2020 (the “2020 Notes”), and (ii) the First Supplemental Indenture (the “2024 Notes Supplemental Indenture” and, together with the 2020 Notes Supplemental Indenture, the “Supplemental Indentures”) to that certain indenture, dated as ~~Exhibit 99~~of January 25, 2017 (the “2017 Indenture” and, together with the 2015 Indenture, the “Indentures”), governing the Company’s 5.1875% Senior Notes due 2024 (the “2024 Notes” and, together with the 2020 Notes, the “Notes”). Pursuant to ~~this~~the ~~Current~~Supplemental ~~Report~~Indentures, the Co-Obligor has, jointly and severally with the Company, assumed liability under each Indenture for (x) the due and punctual payment of the principal of (and premium, if any, on) ~~Form~~and ~~8-K~~interest on all the Notes under such Indenture (and, isin ~~incorporated~~the ~~herein~~case of the 2020 Notes, amounts due upon conversion) and (y) the due and punctual performance and observance of all of the covenants and conditions of the applicable Indenture to be performed by ~~reference~~the Company.

~~Cautionary~~In ~~Statement~~addition, ~~Regarding~~the ~~Forward-Looking~~2020 ~~Statements~~Notes Supplemental Indenture amends the 2015 Indenture to provide that upon consummation of the Merger, the right to convert the 2020 Notes into the Company’s Class A common stock, par value $0.01 per share, was changed to a right to convert the 2020 Notes solely into “Reference Property” consisting of cash.

~~Certain~~The ~~statements~~foregoing ~~contained~~description ~~in the press release constitute "forward-looking statements" within the meaning~~ of the ~~Private~~Supplemental ~~Securities~~Indentures Litigation Reform Act of 1995 and "forward-looking information" within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts, including the anticipated closing of the Transaction. 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 "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors related to the pending acquisition of the Company, including, without limitation, (1) risks related to the consummation of the Merger, including the risks that (a) the Merger may not be consummated within the anticipated time period, or at all, and (b) other conditions to the consummation of the Merger under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on the Company or its business, including the risks that (a) the price of the Company's common stock may decline significantly if the Merger is ~~not~~qualified ~~completed, (b) the Merger Agreement may be terminated~~ in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination 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 its ~~business,~~entirety ~~including~~by ~~the~~reference ~~risks that as a result (a) the 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~~full ~~business relationships~~text (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 alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such ~~proceedings~~Supplemental ~~related to the Merger and instituted against the Company and others; (6) the risk that the Merger and related transactions may involve unexpected costs~~Indentures, ~~liabilities~~ orcopies 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~~which ~~Annual~~are ~~Report~~filed onhereto ~~Form 10-K for the fiscal year ended December 31, 2019,~~ as ~~updated~~Exhibits ~~or supplemented by subsequent reports that the Company has filed or files with the U~~4.S.1 ~~Securities~~ and ~~Exchange Commission ("SEC") and Canadian securities regulatory authorities~~4.2 ~~Potential investors, stockholders~~ and ~~other readers~~ are ~~cautioned~~incorporated ~~not~~herein to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by ~~law~~reference.

Item 92.0104. ~~Exhibits.~~Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

dThe consummation of the Merger constitutes a Share Exchange Event, a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the 2015 Indenture) under the 2015 Indenture. ~~Exhibits~~The effective date of each of the Share Exchange Event, the Fundamental Change and the Make-Whole Fundamental Change is March 16, 2020, the date of the consummation of the Merger. As a result of the Fundamental Change, each holder of the 2020 Notes will have the right to require the Company to repurchase its 2020 Notes. In addition, as a result of the Make-Whole Fundamental Change, holders of the 2020 Notes who convert their 2020 Notes at any time beginning on March 16, 2020, the effective date of the Make-Whole Fundamental Change, and ending at 5:00 p.m., New York City time, on April 8, 2020, the business day immediately preceding the Fundamental Change Repurchase Date, will be entitled to convert their 2020 Notes at an increased conversion rate as described below.

Exhibit Number		Description
99.1		Press release issued by Pattern Energy, dated March 10, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the 2015 Indenture, on April 9, 2020 (the “Fundamental Change Repurchase Date”), each holder of the 2020 Notes has the right, at the holder’s option, to require the Company to purchase for cash all of such holder’s 2020 Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Repurchase Date, in accordance with and subject to the satisfaction by the holder of the requirements set forth in Section 15.02 of the 2015 Indenture, at a repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount of such 2020 Notes, plus any accrued and unpaid interest thereon, to, but excluding, the Fundamental Change Repurchase Date. The Fundamental Change Repurchase Price equals $1,009.33 per $1,000 principal amount of the 2020 Notes validly surrendered for purchase and not validly withdrawn. In order to exercise the right to require the Company to repurchase a holder’s 2020 Notes, the holder must surrender such 2020 Notes on or prior to 5:00 p.m., New York City time, on April 8, 2020, the business day immediately preceding the Fundamental Change Repurchase Date.

3In accordance with Section 14.07 of the 2015 Indenture and Section 2.01 of the 2020 Notes Supplemental Indenture, holders who surrender their 2020 Notes for conversion from and after the effective time of the Merger will receive cash in an amount equal to the Conversion Rate in effect on the Conversion Date (each as defined in the 2015 Indenture), multiplied by the Merger price of $26.75 per share, and will not receive

~~SIGNATURE~~3

~~Pursuant~~any toshares of the ~~requirements~~Company’s common stock. Because the consummation of the ~~Securities~~Merger ~~Exchange~~constitutes ~~Act of~~a ~~1934~~Make-Whole Fundamental Change, ~~Pattern~~the ~~Energy~~Conversion ~~Group~~Rate ~~Inc~~for the 2020 Notes surrendered for conversion any time beginning on March 16, 2020, the effective date of the Make-Whole Fundamental Change, until 5:00 p.m. ~~has~~New ~~duly~~York ~~caused~~City ~~this~~time ~~report~~on toApril 8, 2020, the business day immediately preceding the Fundamental Change Repurchase Date, will be ~~signed~~temporarily onincreased, ~~its~~from ~~behalf~~36.7355 byto 38.1393, for a cash payment of $1,020.23 per $1,000 principal amount of the ~~undersigned~~2020 ~~hereunto~~Notes ~~duly~~surrendered ~~authorized~~for conversion during that period.

~~Dated:~~Item ~~March~~9.01 ~~12,~~Financial ~~2020~~Statements and Exhibits.

~~PATTERN~~(d) ~~ENERGY~~Exhibits ~~GROUP INC. By: /s/ Kim H. Liou Name: Kim H. Liou Title: General Counsel and Secretary~~


Exhibit Number		Description

	1.1	Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement, dated as of March 11, 2020, among Pattern US Finance Company LLC and Pattern Canada Finance Company ULC, as Borrowers, Royal Bank of Canada (acting through its New York Branch), as Administrative Agent and the other parties party thereto.

	4.1	First Supplemental Indenture, dated as of March 16, 2020, between Pattern Energy Group Inc., Pattern US Finance Company LLC, Pattern Energy Operations LP and Deutsche Bank Trust Company Americas, as trustee, to that certain indenture, dated as of July 28, 2015, governing Pattern Energy Group Inc.’s 4.00% Convertible Senior Notes due 2020.

	4.2	First Supplemental Indenture, dated as of March 16, 2020, between Pattern Energy Group Inc., Pattern US Finance Company LLC, Pattern Energy Operations LP and Deutsche Bank Trust Company Americas, as trustee, to that certain indenture, dated as of January 25, 2017, governing Pattern Energy Group Inc.’s 5.875% Senior Notes due 2024.

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

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 16, 2020


PATTERN ENERGY GROUP INC.

By:		/s/ Kim H. Liou
Name:		Kim H. Liou
Title:		General Counsel and Secretary

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