PATTERN ENERGY GROUP INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-04-14: Form 8-K; Period of report 2020-04-10; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2020-04-01: Form 8-K; Period of report 2020-04-01; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-03-31: Form 8-K; Period of report 2020-03-31; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; Details 1.01.
- 2020-03-20: Form 8-K; Period of report 2020-03-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-04-14 | 8-K | 2020-04-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 10, 2020, the Company issued a press release announcing the final results of the Consent Solicitation. | dp126079_8k.htm |
| 2020-04-01 | 8-K | 2020-04-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | dp125346_8k.htm |
| 2020-03-31 | 8-K | 2020-03-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On the Closing Date, Parent completed the acquisition of the Company pursuant to the Merger Agreement. | dp125040_8k.htm |
| 2020-03-20 | 8-K | 2020-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 16, 2020, following consummation of the acquisition of the Company by an affiliate of Canada Pension Plan Investment Board (the “Transaction”), Mr. Richard A. Ostberg stepped down from his role as the principal accounting officer of the Company, and Ms. Julie Brand, Vice President, Controller, assumed the role of principal accounting officer. | dp124276_8k.htm |
| 2020-03-16 | 8-K | 2020-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 1.01 Entry into a Material Definitive Agreement. 2.03 On 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 “2015 Indenture”), governing 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 of January 25, 2017 (the “2017 Indenture” and, together with the 2015 Indenture, the “Indentures”), governing the Company’s 5.875% Senior Notes due 2024 (the “2024 Notes” and, together with the 2020 Notes, the “Notes”). 2.04 The 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. | d900166d8k.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. 3.01 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. 3.03 The information set forth in the Introduction and under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth in the Introduction and under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. 5.03 At the Effective Time, (i) the Company’s Amended and Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Bylaws of Merger Sub became the Second Amended and Restated Bylaws of the Company, each in accordance with the terms of the Merger Agreement. 8.01 On March 16, 2020, the Company and CPPIB issued a joint press release announcing the closing of the Merger. | d857393d8k.htm |
| 2020-03-12 | 8-K | 2020-03-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 10, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2019, by and 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”), pursuant to which, subject to the satisfaction or waiver of certain specified conditions, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. 8.01 On March 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. | eh2000446_8k.htm |
| 2020-03-10 | 8-K | 2020-03-09 | 8.01 Other Events | 8.01 On March 9, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release related to the Proxy Alert report published by ISS on March 9, 2020 regarding the Company’s pending transaction with Canada Pension Plan Investment Board (the “Transaction”). | eh2000446_8k.htm |
| 2020-03-09 | 8-K | 2020-03-09 | 8.01 Other Events | 8.01 On March 9, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release related to its upcoming Special Meeting on March 10, 2020, reiterating the Board of Directors’ recommendation that stockholders vote “FOR” the proposals relating to the Company’s pending transaction with Canada Pension Plan Investment Board. | d848756d8k.htm |
| 2020-03-09 | 8-K | 2020-03-06 | 8.01 Other Events | 8.01 On March 6, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued an internal communication relating to its upcoming Special Meeting of Stockholders scheduled for March 10, 2020. | eh2000441_8k.htm |
| 2020-03-02 | 8-K | 2020-03-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 2, 2020, we issued a press release announcing our financial results for the fourth quarter and year ended December 31, 2019. 7.01 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. | pegi201912318kdoc.htm |
| 2020-02-28 | 8-K | 2020-02-28 | 8.01 Other Events | 8.01 On February 28, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release in which it reiterated the Board of Directors’ recommendation that stockholders vote “FOR” the proposals relating to the Company’s pending transaction with Canada Pension Plan Investment Board at the upcoming Special Meeting and responded to a report issued by an independent proxy advisory firm. | eh2000407_8k.htm |
| 2020-02-26 | 8-K | 2020-02-26 | 8.01 Other Events | 8.01 On February 26, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release in which it reiterated the Board of Directors’ recommendation that stockholders vote “FOR” the proposals relating to the Company’s pending transaction with Canada Pension Plan Investment Board at the upcoming Special Meeting. | eh2000383_8k.htm |
| 2020-02-24 | 8-K | 2020-02-24 | 8.01 Other Events | 8.01 On February 24, 2020 and February 25, 2020, representatives of Pattern Energy Group Inc., a Delaware corporation (the “Company”), will be meeting with certain shareholder advisory firms in connection with the Company’s pending transaction with Canada Pension Plan Investment Board. | d802941d8k.htm |
| 2020-02-19 | 8-K | 2020-02-19 | 8.01 Other Events | 8.01 On February 19, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company’s Board of Directors reiterated its recommendation that stockholders vote “FOR” the proposals relating to the Company’s pending transaction with Canada Pension Plan Investment Board at the upcoming Special Meeting. | eh2000362_8k.htm |
| 2020-01-21 | 8-K | 2020-01-21 | 8.01 Other Events | 8.01 On January 21, 2020, Pattern Energy Group Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had established a record date as of the close of business on January 31, 2020, and a special meeting date of March 10, 2020, for a meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 3, 2019, by and 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”). | eh2000185_8k.htm |
| 2020-01-06 | 8-K | 2019-12-30 | 7.01 Regulation FD Disclosure | 7.01 On January 6, 2020, Pattern Energy issued a press release relating to the closing of financing and start of construction on the repowering of the Gulf Wind facility located in Kenedy County, Texas. | eh2000138_8k.htm |