Canada Pension Plan Investment Board entered into a definitive agreement to acquire Pattern Energy Group Inc. (NasdaqGS:PEGI) from Water Island Capital, LLC and others for $2.6 billion on November 3, 2019. CPPIB will acquire Pattern Energy in an all-cash transaction for $26.75 per share. CPPIB will pay cash of $26.75 for each restricted share, performance share and restricted stock unit awards and the option holders will be paid any excess amount, if any, of the merger consideration over the per share exercise price. The transaction implies an enterprise value of approximately $6.1 billion, including net debt. Upon the completion of the transaction, Pattern Energy will become a privately held company and shares of Pattern Energy’s common stock will no longer be listed on any public market. In a related transaction, CPPIB and Riverstone Holdings LLC will combine Pattern Energy and Pattern Energy Group Holdings 2 LP. CPPIB obtained equity financing commitments and debt financing commitments to finance the transaction and to pay related fees and expenses. CPPIB has committed to provide equity contribution of up to $2.6 billion million. Bank of Montreal, BMO Capital Markets Corp., Citigroup Global Markets Inc., Royal Bank of Canada and RBC Capital Markets have agreed to provide committed debt financing of $1 billion. During the period from November 3, 2019 and continuing until on December 8, 2019 (the “Go-Shop Period”), Pattern Energy Group is permitted to solicit, initiate or encourage company acquisition proposals and engage in, enter into, continue or otherwise participate in any discussions or negotiations with respect to any acquisition proposal, subject to certain restrictions, including restrictions on solicitations with respect to certain parties. In case of termination due to breach by Canada Pension Plan Investment Board, Canada Pension Plan Investment Board is required to pay Pattern Energy Group Inc. a fee of $204 million and in case of breach by Pattern Energy Group Inc., Pattern Energy Group Inc. is required to pay a termination fee of $79 million. Post completion, Mike Garland will lead the combined enterprise. Board of Directors of Pattern Energy Group made a special committee led by independent directors to review the transaction. The transaction is subject to Pattern Energy shareholder approval, receipt of the required regulatory approvals, including the expiration or early termination of the waiting periods under the HSR Act, the Commissioner of Competition in Canada, approval by the Antimonopoly Committee of Ukraine, the approval from the Federal Energy Regulatory Commission, and completion of review of the Merger by the Committee on Foreign Investment in the United States other customary closing conditions. The Pattern Energy transaction is not contingent upon the completion of the Pattern Development transaction. The transaction is unanimously approved by the Board of CPPIB and the special committee of Pattern Energy Group. As of February 24, 2020, the transaction has received all regulatory approvals required to complete the transaction. The Board of Pattern Energy recommends the shareholders to vote in favor of the transaction. As of December 6, 2019, the transaction was granted an early termination notice from the Federal Trade Commission. As of December 9, 2019, the 35-day "Go-Shop Period” under the merger agreement between Pattern Energy and Canada Pension Plan Investment Board expired. As of January 21, 2020, the shareholders meeting will be held on March 10, 2020. As on February 18, 2020, Water Island Capital LLC, urged Pattern Energy Group Inc's fellow shareholders to reject the offer made by Canada Pension Plan Investment Board. As of February 19, 2020, Pattern Energy's Board of Directors reiterated its recommendation that stockholders vote "FOR" the proposals relating to the transaction. As of February 28, 2020, in response to a report issued by independent proxy advisory firm Institutional Shareholder Services, Pattern Energy's Board of Directors reiterated its recommendation that stockholders vote "FOR" the acquisition by Canada Pension Plan Investment Board. As of March 3, 2020, Glass Lewis has recommended the shareholders of Pattern Energy to reject the transaction at the special meeting of Pattern Energy Group shareholders. As of March 9, 2020, the Board of Directors of Pattern Energy recommended the shareholders to approve the transaction at the special meeting. As of March 10, 2020, the shareholders of Pattern Energy approved the transaction at its special meeting of stockholders. As of March 10, 2020, Pattern Energy has received all approvals required to complete the transaction. The transaction is expected to close by the second quarter of 2020. As of March 9, 2020, Pattern Energy expects the transaction to close shortly following receipt of stockholder approval. Robert Schumer, Brian Lavin, Caith Kushner, Geoffrey Chepiga, David Sicular, Jarrett Hoffman, Yuni Sobel and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors, Evercore Group L.L.C. acted as financial advisor and fairness opinion provider, Goldman Sachs & Co. LLC acted as financial advisor for the special committee of Pattern Energy Group Inc. Merrill Lynch Canada, Inc. acted as financial advisor and Scott Petepiece, Sean Skiffington, Yu Tamura, Doreen E. Lilienfeld, Robert Freedman, Denise M. Grant, Jessica K. Delbaum, Larry Crouch, Jordan Altman, AlaN S. Goudiss, K. Mallory Brennan, Ryan Bray, KARL J. Pires, Devin S. Lei, Jason Pratt and Christian Rudloff of Shearman & Sterling LLP acted as legal advisors for CPPIB. BofA Securities, Inc. acted as financial advisor to Canada Pension Plan Investment Board. Gibson, Dunn & Crutcher LLP is advising Evercore Group L.L.C. as financial advisor and fairness opinion provider to Pattern Energy Group Inc. Scott Winter and Gabrielle Wolf of Innisfree M&A Inc. acted as the information agent to Pattern and will receive a fee of $0.05 million for its services. Pattern has agreed to pay Evercore a fee for its services approximately $12.5 million, of which $4 million was paid upon announcement of the merger and the balance of which will be payable contingent upon the consummation of the merger. Pattern has also agreed to pay Evercore a performance fee for its services, contingent upon the consummation of the merger. The maximum potential performance fee is $5 million. Canada Pension Plan Investment Board completed the acquisition of Pattern Energy Group Inc. (NasdaqGS:PEGI) from Water Island Capital, LLC and others on March 16, 2020. Pattern Energy's common shares are no longer traded on NASDAQ and are expected to be delisted from the Toronto Stock Exchange shortly following the closing date of the Transaction.