Current Report Filing (8-k)
November 22 2017 - 4:03PM
Edgar (US Regulatory)
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): November 21, 2017
PATTERN ENERGY GROUP INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
001-36087
|
90-0893251
|
(State or other jurisdiction
|
(Commission
|
(IRS Employer
|
of incorporation)
|
File Number)
|
Identification Number)
|
Pier 1, Bay 3
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
o
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 1.01 Entry into a Material Definitive Agreement.
Second Amended and Restated Credit and Guaranty Agreement
On November 21, 2017, certain of our subsidiaries
entered into a Second Amended and Restated Credit and Guaranty Agreement (the “Credit Agreement”). The Credit Agreement
provides for a revolving credit facility of $440 million, decreased from the previous limit of $500 million. The Credit Agreement
permits the Borrower to request increases to the facility up to the greater of $600 million and 250% of Borrower Cash Flow (as
defined in the Credit Agreement), subject to receipt of commitments and other customary conditions. The facility has a five-year
term and is comprised of a revolving loan facility, a letter of credit facility and a swingline facility. As of the date of this
filing, letters of credit in an amount of $36.3 million have been issued under the facility and we have an outstanding drawn loan
balance of $67.0 million under the facility. The facility is secured by pledges of the capital stock and ownership interests in
certain of our holding company subsidiaries, in addition to other customary collateral.
Interest Rate and Fees
The loans under our revolving credit facility
are base rate loans, Eurodollar rate loans, Canadian prime rate loans or CDOR rate loans. The base rate loans accrue interest at
the fluctuating rate per annum equal to the greatest of the (i) the U.S. dollar prime rate, (ii) the federal funds rate
plus 0.50% and (iii) the Eurodollar rate that would be in effect for a Eurodollar rate loan with an interest period of one
month plus 1.0%, plus an applicable margin ranging from 0.625% to 0.875% (corresponding to applicable leverage ratios of the borrowers).
The Eurodollar rate loans accrue interest at a rate per annum equal to LIBOR, as published by Reuters plus an applicable margin
ranging from 1.625% to 1.875% (corresponding to applicable leverage ratios of the borrowers). The Canadian prime rate loans accrue
interest at a fluctuating rate per annum equal to the greater of (i) the Canadian dollar prime rate and (ii) the average CDOR rate
for a 30 day term plus 0.50%, plus an applicable margin ranging from 0.625% to 0.875% (corresponding to applicable leverage ratios
of the borrowers). The CDOR rate loans accrue interest at a rate per annum equal to CDOR, as published by Reuters plus an applicable
margin ranging from 1.625% to 1.875% (corresponding to applicable leverage ratios of the borrowers). Under the facility, we pay
a revolving commitment fee equal to a percentage per annum determined by reference to the leverage ratio of the borrowers, ranging
from 0.30% to 0.50%. We also pay letter of credit fees.
Maintenance Covenants
Our revolver requires the subsidiary borrowers
to maintain a leverage ratio (the ratio of borrower debt to borrower cash flow) that does not exceed 5.50:1.00 and an interest
coverage ratio (the ratio of borrower cash flow to borrower interest expense) that is not less than 1.75:1.00.
Distribution Conditions
Certain of our subsidiaries are subject
to usual and customary affirmative and negative covenants under our revolving credit facility. Specifically, with limited exceptions,
such subsidiaries are prohibited from distributing funds to us unless the following conditions are met: (i) no event of default
under the corporate credit facility has occurred and is continuing or would be caused by such distribution and (ii) the corporate
credit facility borrowers are in compliance with the leverage ratio test and the interest coverage ratio test, both before and
after giving effect to such declaration.
Prepayments, Certain Covenants and
Events of Default
Our revolving credit facility also has
customary covenants, prepayment provisions and events of default.
Deferred Restricted Stock Unit Agreement
The form of deferred restricted stock unit
(“DRSU”) agreement which may be issued under our Amended and Restated 2013 Equity Incentive Award Plan has been revised
to permit the issuance of
fractional DRSUs. Upon settlement of the DRSUs
into shares, only a whole number of shares would be issued, and any fractional amount of a DRSU would be paid out in cash.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See description under Item 1.01
– Second Amended and Restated Credit and Guaranty Agreement above.
Item 9.01. Financial Statements and
Exhibits.
d. Exhibits
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: November 22, 2017
|
PATTERN ENERGY GROUP INC.
|
|
|
|
|
|
|
By:
|
/s/ Kim H. Liou
|
|
|
|
Name: Kim H. Liou
|
|
|
|
Title: Secretary
|
|
Pattern Energy (NASDAQ:PEGI)
Historical Stock Chart
From Apr 2024 to May 2024
Pattern Energy (NASDAQ:PEGI)
Historical Stock Chart
From May 2023 to May 2024