Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement
On March 11, 2020, certain subsidiaries of Pattern Energy entered into Amendment
No. 3 (the "Amendment") to that certain Second Amended and Restated Credit and
Guaranty Agreement dated as of November 21, 2017 (as amended, restated,
supplemented, or otherwise modified from time to time, the "Credit Agreement")
among Pattern US Finance Company LLC ("US Borrower"), Pattern Canada Finance
Company ULC (together with US Borrower, the "Borrowers"), Royal Bank of Canada
(acting through its New York Branch), as Administrative Agent (the
"Administrative Agent"), and the other parties thereto. Capitalized terms used
in this Item 1.01 and not otherwise defined under this Item 1.01 shall have the
meanings assigned to such terms in the Credit Agreement.
The Amendment includes certain amendments to the Credit Agreement that became
effective as of March 11, 2020, which, among other things, (i) permit the
Borrowers, at their option, to substitute Pattern Canada Operations Holdings ULC
with a new holding company formed under the laws of the Netherlands, Luxembourg,
the Cayman Islands or another jurisdiction reasonably acceptable to the
Administrative Agent, (ii) following a permitted transfer of the Company's
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.
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.
A copy of the Amendment is attached hereto as Exhibit 1.1, and is incorporated
by reference herein. The foregoing description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to such exhibit.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Supplemental Indentures
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"). Pursuant to the
Supplemental 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) and interest on all the
Notes under such Indenture (and, in the 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 the
Company.
In addition, the 2020 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.
The foregoing description of the Supplemental Indentures is qualified in its
entirety by reference to the full text of such Supplemental Indentures, copies
of which are filed hereto as Exhibits 4.1 and 4.2 and are incorporated herein by
reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
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. 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.
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.
In 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
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any shares of the Company's common stock. Because the consummation of the Merger
constitutes a Make-Whole Fundamental Change, the Conversion Rate 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. New York
City time on April 8, 2020, the business day immediately preceding the
Fundamental Change Repurchase Date, will be temporarily increased, from 36.7355
to 38.1393, for a cash payment of $1,020.23 per $1,000 principal amount of the
2020 Notes surrendered for conversion during that period.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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)
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