PEGI / Pattern Energy Group Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

- FORM 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36087 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified

Second Supplemental Indenture, dated as of April 10, 2020, among Pattern Energy Group Inc., Pattern US Finance Company LLC, Pattern Energy Operations LP and Deutsche Bank Trust Company Americas

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of April 10, 2020 (this “Supplemental Indenture”), by and among PATTERN ENERGY GROUP INC., a Delaware corporation, as issuer (the “Company”), PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (the “Guarantor”), PATTERN ENERGY OPERATIONS LP, a Delaware limited partnership (“Pattern Ops”) and DEUTSCH

Pattern Energy Group Inc. Announces Results of Its Consent Solicitation and Receipt of Requisite Consents from the Holders of Its 5.875% Senior Notes Due 2024

Exhibit 99.1 Pattern Energy Group Inc. Announces Results of Its Consent Solicitation and Receipt of Requisite Consents from the Holders of Its 5.875% Senior Notes Due 2024 SAN FRANCISCO, CALIFORNIA – April 10, 2020 – Pattern Energy Group Inc. (the "Company") announced today that it has received consents from the holders of a majority in outstanding principal amount of its 5.875% senior notes due 2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): April 10, 2020 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

Entry into a Material Definitive Agreement

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): April 1, 2020 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

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 31, 2020 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 2020 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

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 16, 2020 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorporation) (Commissio

Pattern Energy and Canada Pension Plan Investment Board Complete Transaction

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pattern Energy and Canada Pension Plan Investment Board Complete Transaction SAN FRANCISCO, TORONTO, ON, March 16, 2020 – Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or “the Company”) and Canada Pension Plan Investment Board (“CPP Investments”) today announced the completion of the previously announced merger transaction (the “Trans

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 16, 2020 (March 11, 2020) PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorpor

PEGI / Pattern Energy Group Inc. POSASR - - POSASR

POSASR As filed with the Securities and Exchange Commission on March 16, 2020 Registration No.

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.

EX-4.1 3 d900166dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of March 16, 2020 (this “Supplemental Indenture”), by and among PATTERN ENERGY GROUP INC., a Delaware corporation, as issuer (the “Company”), PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (the “Subsidiary Guarantor”), PATTERN ENERGY OPERATIONS LP

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.

EX-1.1 Exhibit 1.1 EXECUTION VERSION AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 3 (the “Amendment”), dated as of March 11, 2020, to the Second Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2017 (as amended by Amendment No. 1, dated as of March 5, 2018 and Amendment No. 2, dated as of July 31, 2019, and as further amended

Second Amended and Restated Certificate of Incorporation of Pattern Energy Group Inc.

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PATTERN ENERGY GROUP INC. FIRST. The name of the Corporation is Pattern Energy Group Inc. SECOND. The registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of the Corporation’s registered agent at that address is Corporat

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.

EX-4.2 4 d900166dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of March 16, 2020 (this “Supplemental Indenture”), by and among PATTERN ENERGY GROUP INC., a Delaware corporation, as issuer (the “Company”), PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (the “Guarantor”), PATTERN ENERGY OPERATIONS LP, a Delawar

PEGI / Pattern Energy Group Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on March 16, 2020 Registration No.

Second Amended and Restated Bylaws of Pattern Energy Group Inc.

EX-3.2 3 d857393dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF PATTERN ENERGY GROUP INC. Table of Contents Section Page ARTICLE I OFFICES Section 1.01. Registered Office 1 Section 1.02. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01. Annual Meetings 1 Section 2.02. Special Meetings 1 Section 2.03. Notice of Meetings 1 Section 2.04. Waiver of Notice 2 Section 2.05. Adjournments 2 Section

Pattern Energy Stockholders Approve Canada Pension Plan Investment Board Merger Agreement Expects to Close Transaction Shortly

EXHIBIT 99.1 Pattern Energy Stockholders Approve Canada Pension Plan Investment Board Merger Agreement Expects to Close Transaction Shortly SAN FRANCISCO, March 10, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or “the Company”) today announced that its stockholders voted to approve the Company's pending merger transaction (the "Transaction") with Canada Pension Plan In

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 10, 2020 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

Pattern Energy Comments on ISS Update Regarding the Proposed Transaction with Canada Pension Plan Investment Board

EX-99.1 2 eh2000446ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Pattern Energy Comments on ISS Update Regarding the Proposed Transaction with Canada Pension Plan Investment Board SAN FRANCISCO – March 9, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today issued the following statement regarding the Proxy Alert report published by ISS on

Financial Statements and Exhibits, Other Events

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 9, 2020 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

Pattern Energy’s Board of Directors Urges Stockholders to Vote “FOR” the Canada Pension Plan Investment Board Transaction Today Special Meeting to be Held on Tuesday, March 10, 2020

EX-99.1 2 d848756dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Pattern Energy’s Board of Directors Urges Stockholders to Vote “FOR” the Canada Pension Plan Investment Board Transaction Today Special Meeting to be Held on Tuesday, March 10, 2020 SAN FRANCISCO, March 9, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced that its Board

: All Pattern Employees

EX-99.1 2 eh2000441ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 TO: All Pattern Employees FROM: Mike Garland DATE: March 6, 2020 SUBJECT LINE: CPP Investments Transaction Update Team, I’m reaching out with a quick end of week update. We are making progress on our pending transaction with Canada Pension Plan Investment Board (“CPP Investments”). We have obtained all of the regulatory approvals we need in c

Financial Statements and Exhibits, Other Events

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 9, 2020 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

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 6, 2020 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

PEGI / Pattern Energy Group Inc. DEFA14A - - DEFA14A

DEFA14A 1 d872577ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Region Q4 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 973 798 82 % 95 % Western U.S. 698 625 90 % 89 % Canada 714 701 98 % 98 % Other 73 55 75 % 83 % Total 2,458 2,179 89 % 94 %

EX-99.2 3 pegi201912318kex992.htm EXHIBIT 99.2 Exhibit 99.2 Operating Metrics: Production Performance, Q4 2019 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q4 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 973 798 82 % 95 % Western U.S. 698 625

Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Pattern Energy Group Inc. (the “Company”, “we,” “us,” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Class A common stock, par value $0.01 per share. The following description of our capital stock is a

Pattern Energy Reports Fourth Quarter and Year End 2019 Financial Results - Declares dividend of $0.4220 per Class A common share(1) for first quarter 2020 -

Exhibit 99.1 Pattern Energy Reports Fourth Quarter and Year End 2019 Financial Results - Declares dividend of $0.4220 per Class A common share(1) for first quarter 2020 - SAN FRANCISCO, California, March 2, 2020 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 fourth quarter and year end. Highlights (Comparisons

Subsidiaries of the Company

Exhibit 21.1 Pattern Energy Group Inc. Subsidiaries of the Registrant Pattern Name Domicile Ownership Belle River LP Holdings LP Ontario 51% Broadview B Member LLC Delaware 100% Broadview Corporate Holdings LLC Delaware 100% Broadview Energy Holdings LLC Delaware 84% Broadview Energy JN Investments LLC Delaware 84% Broadview Energy JN, LLC New Mexico 84% Broadview Energy KW Investments LLC Delawar

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019. -OR- ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name of Regis

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2020 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

Pattern Energy Highlights the Significant, Immediate and Certain Value of its Pending Transaction and the Risks of ISS’s Recommendation Board of Directors Firmly Recommends Stockholders Vote “FOR” the Proposed Transaction

EXHIBIT 99.1 FOR IMMEDIATE RELEASE Pattern Energy Highlights the Significant, Immediate and Certain Value of its Pending Transaction and the Risks of ISS’s Recommendation Board of Directors Firmly Recommends Stockholders Vote “FOR” the Proposed Transaction SAN FRANCISCO – February 28, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today reiterated the f

Financial Statements and Exhibits, Other Events

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): February 28, 2020 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

Pattern Energy Sets the Record Straight Regarding Water Island’s False Assertions and Mischaracterizations Believes Water Island’s Lawsuit is Frivolous, Entirely without Merit and is Being Done as a PR Stunt Board Continues to Urge Stockholders to Vo

EX-99.1 2 eh2000383ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Pattern Energy Sets the Record Straight Regarding Water Island’s False Assertions and Mischaracterizations Believes Water Island’s Lawsuit is Frivolous, Entirely without Merit and is Being Done as a PR Stunt Board Continues to Urge Stockholders to Vote “FOR” the Transaction with Canada Pension Plan Investment Board SAN F

Financial Statements and Exhibits, Other Events

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): February 26, 2020 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

Pattern Energy Files Investor Presentation Board Urges Stockholders to Vote “FOR” the Transaction with Canada Pension Plan Investment Board

EX-99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE Pattern Energy Files Investor Presentation Board Urges Stockholders to Vote “FOR” the Transaction with Canada Pension Plan Investment Board SAN FRANCISCO – February 24, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or the “Company”) today filed an investor presentation highlighting that the Company’s pending transaction with Ca

14.8% premium to unaffected stock price on 8/9/19 15.1% premium to 30-day VWAP prior to 8/9/19 Higher CAFD multiple of 12.9x 2020E CAFD per share, relative to where Pattern Energy has historically traded ALL-CASH CONSIDERATION OF $26.75 PER SHARE PRO

EX-99.2 3 d802941dex992.htm EX-99.2 Exhibit 99.2 14.8% premium to unaffected stock price on 8/9/19 15.1% premium to 30-day VWAP prior to 8/9/19 Higher CAFD multiple of 12.9x 2020E CAFD per share, relative to where Pattern Energy has historically traded ALL-CASH CONSIDERATION OF $26.75 PER SHARE PROVIDES SIGNIFICANT, IMMEDIATE AND CERTAIN VALUE Recent movements at peers, driven by M&A speculation a

Financial Statements and Exhibits, Other Events

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): February 24, 2020 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorporation) (Commis

Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking informati

EX-99.1 Exhibit 99.1 Pattern Energy Sale to CPP Investments A Compelling Value Proposition for Stockholders February 2020Exhibit 99.1 Pattern Energy Sale to CPP Investments A Compelling Value Proposition for Stockholders February 2020 Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this presentation constitute forward-looking statements within the meaning

Financial Statements and Exhibits, Other Events

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): February 19, 2020 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

PEGI / Pattern Energy Group Inc. DEFA14A - - DEFA14A

DEFA14A 1 eh2000363defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Pattern Energy Board of Directors Reiterates Recommendation that Stockholders Vote “FOR” Proposed Canada Pension Plan Investment Board Transaction

EX-99.1 2 eh2000362ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Pattern Energy Board of Directors Reiterates Recommendation that Stockholders Vote “FOR” Proposed Canada Pension Plan Investment Board Transaction SAN FRANCISCO – February 19, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company") today announced that the Company’s Board of Directors

PEGI / Pattern Energy Group Inc. / NOMURA HOLDINGS INC - SCHEDULE 13G Passive Investment

SC 13G 1 tm208014-3sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropria

PEGI / Pattern Energy Group Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01048-patternenergygroupin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Pattern Energy Group Inc Title of Class of Securities: Common Stock CUSIP Number: 70338P100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box t

TSX:PEG / Pattern Energy Group Inc DEFM14A - - DEFM14A

DEFM14A 1 d816812ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

PEGI / Pattern Energy Group Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 70338P100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Pattern Energy Sets March 10, 2020, for Special Meeting Vote on CPPIB Merger Agreement - Stockholders of record on January 31, 2020, entitled to vote at special meeting on March 10, 2020 -

EX-99.1 2 eh2000185ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Pattern Energy Sets March 10, 2020, for Special Meeting Vote on CPPIB Merger Agreement - Stockholders of record on January 31, 2020, entitled to vote at special meeting on March 10, 2020 - SAN FRANCISCO – January 21, 2020 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced that it had establi

Financial Statements and Exhibits, Other Events

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): January 21, 2020 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

TSX:PEG / Pattern Energy Group Inc DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

Pattern Energy Starts Construction on Repowering of Gulf Wind Facility in Texas 271 MW facility to be upgraded with 118 new Siemens Gamesa turbines

EX-99.1 2 eh2000138ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Pattern Energy Starts Construction on Repowering of Gulf Wind Facility in Texas 271 MW facility to be upgraded with 118 new Siemens Gamesa turbines SAN FRANCISCO – January 6, 2019 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy”) today announced it has closed financing and started construction on the repowering of its Gulf

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 30, 2019 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

TSX:PEG / Pattern Energy Group Inc PREM14A - - PREM14A

PREM14A 1 d816812dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Pattern Energy Announces Expiration of “Go-Shop Period”

EXHIBIT 99.1 Pattern Energy Announces Expiration of “Go-Shop Period” SAN FRANCISCO – December 9, 2019 – Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or “the Company”) today announced the expiration of the 35-day "Go-Shop Period” under the merger agreement between Pattern Energy and Canada Pension Plan Investment Board (“CPPIB”) (the “Merger Agreement”) that was previously ann

TSX:PEG / Pattern Energy Group Inc DEFA14A - - FORM DEFA14A

DEFA14A 1 eh1901297defa14a.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for U

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 9, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorporation) (Commiss

TSX:PEG / Pattern Energy Group Inc DEFA14A - - DEFA14A

DEFA14A 1 eh1901262defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name o

TSX:PEG / Pattern Energy Group Inc DEFA14A - - DEFA14A

DEFA14A SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Third Amended and Restated Agreement of Limited Partnership of Pattern Energy Group Holdings 2 LP, dated effective as of November 1, 2019 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.1 3 d830360dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PATTERN ENERGY GROUP HOLDINGS 2 LP Dated effective as of November 1, 2019 THE UNITS IN PATTERN ENERGY GROUP HOLDINGS 2 LP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO UNIT MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE

Agreement and Plan of Merger among Pattern Energy Group Inc., Pacific US Inc. and Pacific BidCo US Inc., dated as of November 3, 2019 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-2.1 2 d830360dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among PATTERN ENERGY GROUP INC., PACIFIC US INC. and PACIFIC BIDCO US INC. Dated as of November 3, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Effective Time 2 ARTICLE II SURVIVING CORPORATION CORPORATE MATTERS 3 Section 2.1 Surviving

Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Hunter H. Armistead, dated as of November 3, 2019 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.4 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Hunter H. Armistead (“Executive”). WHEREAS, the Company and Executive have entered into an employment agreem

Frequently Asked Questions for Property Owners

EX-99.9 Exhibit 99.9 Frequently Asked Questions for Property Owners 1. What was announced? • We have entered into a definitive agreement pursuant to which Canada Pension Plan Investment Board (“CPPIB”) will acquire Pattern Energy. • In addition, at the time the transaction closes or immediately following, CPPIB and Riverstone Holdings LLC (“Riverstone”) will combine Pattern Energy and Pattern Deve

Frequently Asked Questions for Offtakers

EX-99.7 15 d830360dex997.htm EX-99.7 Exhibit 99.7 Frequently Asked Questions for Offtakers 1. What was announced? • We have entered into a definitive agreement pursuant to which Canada Pension Plan Investment Board (“CPPIB”) will acquire Pattern Energy. • In addition, at the time the transaction closes or immediately following, CPPIB and Riverstone Holdings LLC (“Riverstone”) will combine Pattern

SUBJECT: Exciting news about Pattern’s future

EX-99.8 Exhibit 99.8 SUBJECT: Exciting news about Pattern’s future Dear Valued Property Owner, You are an important partner to Pattern, so I wanted to make sure you heard directly from me about our announcement that Pattern Energy and Pattern Development are being acquired. We want to make sure you understand what is happening and what it means for you. First, some details on the transaction. Patt

Project Forest Employee FAQ

EX-99.4 Exhibit 99.4 Project Forest Employee FAQ I. Transaction overview 1. What did Pattern announce? • We’ve entered into a definitive agreement under which Canada Pension Plan Investment Board (“CPPIB”) will acquire Pattern Energy in an all-cash transaction for $26.75 per share or an enterprise value of approximately $6.1 billion, including net debt. CPPIB and Riverstone Holdings LLC (“Riversto

SUBJECT: Exciting news about Pattern’s future

EX-99.10 Exhibit 99.10 SUBJECT: Exciting news about Pattern’s future Dear Valued Business Partner, I’m reaching out to share some exciting news about the future of our company. Today, we announced that Pattern Energy has entered into a definitive merger agreement to be acquired by Canada Pension Plan Investment Board (“CPPIB”). In addition, at the time the transaction closes or immediately followi

Forward Looking Statements PATTERN ENERGY GROUP Inc. Page Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information”

EX-99.1 Pattern Energy Enters Agreement to be Acquired by Canada Pension Plan Investment Board November 04, 2019 Exhibit 99.1 Forward Looking Statements PATTERN ENERGY GROUP Inc. Page Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of C

Pattern Energy Enters Agreement to be Acquired by Canada Pension Plan Investment Board Pattern Energy Shareholders to Receive $26.75 per Share in Cash; Transaction Enterprise Value of Approximately $6.1 Billion Canada Pension Plan Investment Board an

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Pattern Energy Enters Agreement to be Acquired by Canada Pension Plan Investment Board Pattern Energy Shareholders to Receive $26.75 per Share in Cash; Transaction Enterprise Value of Approximately $6.1 Billion Canada Pension Plan Investment Board and Riverstone Holdings to Combine Pattern Energy and Pattern Development into an Integrated Renewable Energy

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 3, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction of incorporation) (Commiss

Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Michael M. Garland, dated as of November 3, 2019 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Michael M. Garland (“Executive”). WHEREAS, the Company and Executive have entered into an employment agreeme

: Exciting news about Pattern’s future

EX-99.6 Exhibit 99.6 SUBJECT: Exciting news about Pattern’s future Dear Valued Offtaker, I’m reaching out to share some exciting news about the future of our company. Today, we announced that Pattern Energy has entered into a definitive agreement to be acquired by Canada Pension Plan Investment Board (“CPPIB”). In addition, at the time the transaction closes or immediately following, CPPIB and Riv

Forward Looking Statements Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian

EX-99.13 TOWN HALL November 4, 2019 Exhibit 99.13 Forward Looking Statements Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities 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 expect

Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Esben W. Pedersen, dated as of November 3, 2019 (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.5 7 d830360dex105.htm EX-10.5 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Esben W. Pedersen (“Executive”). WHEREAS, the Company and Executive have entered

Frequently Asked Questions for Suppliers / Partners

EX-99.11 Exhibit 99.11 Frequently Asked Questions for Suppliers / Partners 1. What was announced? • We have entered into a definitive agreement under which Canada Pension Plan Investment Board (“CPPIB”) will acquire Pattern Energy. • In addition, at the time the transaction closes or immediately following, CPPIB and Riverstone Holdings LLC (“Riverstone”) will combine Pattern Energy and Pattern Dev

Consistent with our usual policies, please refer all media inquiries to Matt Dallas at (917) 363-1333 or [email protected].

EX-99.12 Exhibit 99.12 Date: November 4, 2019 Topic: Pattern Energy to be Acquired by CPPIB Audience: Pattern Employees What you need to know •  We’ve entered into a definitive agreement under which Canada Pension Plan Investment Board will acquire Pattern Energy. •  In addition, at the time the transaction closes or immediately following, CPPIB and Riverstone Holdings intend to combine Pattern En

: Mike Garland

EX-99.5 Exhibit 99.5 Speaker: Mike Garland Slides 4-5 (Pattern Values-2020 Vision) • Hello to my close friends and colleagues at GPI. Thank you for taking the time to join this meeting today. Before we begin, I want to emphasize from the start that nothing I am about to discuss will materially change who we are or what we do. Our mission, our values and our business objectives will not change. We

Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Daniel M. Elkort, dated as of November 3, 2019 (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.6 Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Daniel M. Elkort (“Executive”). WHEREAS, the Company and Executive have entered into an employment agreement

: All Pattern Employees

EX-99.3 Exhibit 99.3 TO: All Pattern Employees FROM: Mike Garland DATE: November 4, 2019 SUBJECT LINE: Exciting news about Pattern’s future Team, Today marks the beginning of an exciting new chapter for Pattern. This morning, we announced that we’ve entered into a definitive agreement under which Canada Pension Plan Investment Board (“CPPIB”) will acquire Pattern Energy in an all-cash transaction

Amended and Restated Employment Agreement by and between Pattern Energy Group Inc. and Michael J. Lyon, dated as of November 3, 2019 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated November 3, 2019)

EX-10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Michael J. Lyon (“Executive”). WHEREAS, the Company and Executive have entered into an employment agreement,

Region Q3 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 755 741 98 % 103 % Western U.S. 528 569 108 % 105 % Canada 355 351 99 % 95 % Other 81 75 93 % 97 % Total 1,719 1,736 101 % 102 %

Exhibit 99.2 Operating Metrics: Production Performance, Q3 2019 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q3 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 755 741 98 % 103 % Western U.S. 528 569 108 % 105 % Canada 355 351 99 % 95 % Other 81

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 4, 2019 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

Pattern Energy Reports Third Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for fourth quarter 2019 -

Exhibit 99.1 Pattern Energy Reports Third Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for fourth quarter 2019 - SAN FRANCISCO, California, November 4, 2019 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 third quarter. Highlights • Proportional gigawatt hours (“GWh”) s

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 25, 2019 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

Certificate of Designations of Rights and Preferences, Series A Perpetual Preferred Stock, dated as of October 25, 2019 (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated October 25, 2019)

EX-3.1 2 ex31-codseriesa10x2019.htm EXHIBIT 3.1 EXHIBIT 3.1 PATTERN ENERGY GROUP INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES SERIES A PERPETUAL PREFERRED STOCK (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Pursuant to Section 151 of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), Patt

Pattern Energy Announces Agreements to Acquire Henvey Inlet and Grady Wind Facilities - Entered into an Agreement for a $260 Million Private Placement of Series A Preferred Stock to Fund Acquisitions -

Pattern Energy Announces Agreements to Acquire Henvey Inlet and Grady Wind Facilities - Entered into an Agreement for a $260 Million Private Placement of Series A Preferred Stock to Fund Acquisitions - SAN FRANCISCO, California, October 11, 2019 - Pattern Energy Group Inc.

Reimbursement Agreement between Pattern Energy Group Inc. and Public Sector Pension Investment Board, dated as of October 10, 2019 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated October 10, 2019)

EXHIBIT 10.3 CONFIDENTIAL October 10, 2019 Pattern Energy Group Inc. 1088 Sansome Street San Francisco, CA 94111 Attention: General Counsel Re: Pattern Grady Guaranty- Reimbursement Ladies and Gentlemen: Reference is made to (i) the Purchase and Sale Agreement, dated as of the date hereof (the “Purchase and Sale Agreement”), entered into by Pattern Grady Holdings LLC, a Delaware limited liability

Purchase and Sale Agreement by and among Pattern Renewables LP and Pattern US Finance Company LLC, dated as of October 10, 2019 (Earnout Acquisition Agreement)(Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K dated October 10, 2019)

Exhibit 10.6 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated October 10, 2019 (the “Effective Date”) by and among Pattern Renewables LP, a Delaware limited partnership (“Seller”) and Pattern US Finance Company LLC (“Purchaser” and together with the Seller, the “Parties”). WHEREAS, Seller is the owner of certain membership interests as noted on Schedule A he

Purchase and Sale Agreement by and among Pattern Energy Group Inc., Vertuous Energy LLC, Pattern Grady Holdings LLC and Pattern Energy Group 2 LP, dated as of October 10, 2019 (Grady PSA)(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 10, 2019)

EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., VERTUOUS ENERGY LLC, each, a Purchaser, PATTERN GRADY HOLDINGS LLC, Seller and (solely for purposes of Section 7.1) PATTERN ENERGY GROUP 2 LP, Guarantor Dated as of October 10, 2019 Indirect Interests in GRADY WIND ENERGY CENTER, LLC 1556004.16-WASSR01A - MSW TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE OF THE A

Henvey Inlet Consent and ROFO Agreement between Public Sector Pension Investment Board and Pattern Energy Group Inc., dated as of October 1, 2019 (Henvey Inlet ROFO Agreement)(Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated October 10, 2019)

Exhibit 10.5 HENVEY INLET CONSENT AND ROFO AGREEMENT THIS HENVEY INLET CONSENT AND ROFO AGREEMENT (the “Agreement”) is made as of October 1st, 2019, B E T W E E N: PUBLIC SECTOR PENSION INVESTMENT BOARD, an Entity having its registered office at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3B 5E9, Canada (hereinafter referred to as “PSP”), – and – PATTERN ENERGY GROUP INC., a Dela

Second Amended and Restated Limited Liability Company Agreement of Grady B Member LLC, between Pattern US Finance Company LLC and Vertuous Energy LLC, dated as of October 10, 2019 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated October 10, 2019)

EXHIBIT 10.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRADY B MEMBER LLC, a Delaware Limited Liability Company Dated as of October 10, 2019 1557237.09-WASSR01A - MSW TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CONSTRUCTION 2 1.01Definitions 2 1.02Construction 13 ARTICLE 2 ORGANIZATION 13 2.01Formation 13 2.02Name 13 2.03Registered Office; Registered Agent; Principal

Purchase and Sale Agreement by and among Pattern Canada Finance Company ULC and Pattern Energy Group LP, dated as of October 10, 2019 (Henvey Inlet PSA)(Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated October 10, 2019)

Exhibit 10.4 PURCHASE AND SALE AGREEMENT by and between PATTERN CANADA FINANCE COMPANY ULC, Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of October 10, 2019 Direct or Indirect Interests in Henvey Inlet Wind LP and Pattern Henvey Inlet GP Holdings Inc. and HIW Property Holdings LP and HIW Property Holdings GP Inc. and NPC Loans TABLE OF CONTENTS ARTICLE 1 PURCHASE AND SALE OF THE ACQUIRED

Securities Purchase and Rights Agreement among Pattern Energy Group Inc. and each of the purchasers of Series A Preferred Stock listed therein, dated as of October 10, 2019 (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K dated October 10, 2019)

Exhibit 10.7 SECURITIES PURCHASE AND RIGHTS AGREEMENT among PATTERN ENERGY GROUP INC., CBRE CALEDON JUPITER II INVESTMENTS LP, CBRE CALEDON GLOBAL INFRASTRUCTURE FUND HOLDINGS I, LP, 1836562 ONTARIO INC., CBRE CALEDON TRIDENT INFRASTRUCTURE INVESTMENTS II LP, CALEDON SIRIUS INVESTMENTS LP, 1793177 ONTARIO INC., CBRE CALEDON NOVA INVESTMENTS, L.P., and CALEDON TAURUS INVESTMENTS LP Dated as of Octo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 10, 2019 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

Amended and Restated Limited Partnership Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Trust and Pattern Belle River GP Holdings Inc. dated as of August 2, 2019 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated August 6, 2019)

Exhibit 10.5 BELLE RIVER LP HOLDINGS LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT August 2, 2019 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 1.1Definitions 3 1.2Schedules 11 1.3Headings 12 1.4Number and Gender 12 1.5Business Days 12 1.6Currency and Payment Obligations 12 1.7Calculation of Interest 12 1.8Accounting Principles 12 1.9Statute and Agreement References 12 1.10Section and Schedul

Pattern Energy Reports Second Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for third quarter 2019 -

Exhibit 99.1 Pattern Energy Reports Second Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for third quarter 2019 - SAN FRANCISCO, California, August 6, 2019 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 second quarter. Highlights • Proportional gigawatt hours (“GWh”) so

Region Q2 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,064 898 84 % 87 % Western U.S. 697 697 100 % 98 % Canada 475 425 89 % 87 % Other 85 94 111 % 111 % Total 2,321 2,114 91 % 91 %

Exhibit 99.2 Operating Metrics: Production Performance, Q2 2019 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q2 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,064 898 84 % 87 % Western U.S. 697 697 100 % 98 % Canada 475 425 89 % 87 % Other 85

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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): August 6, 2019 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

Purchase and Sale Agreement by and among Pattern Energy Group Inc. and Pattern Energy Group LP, dated as of August 2, 2019 (North Kent) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated August 6, 2019)

Exhibit 10.4 PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of August 2, 2019 Direct or Indirect Interests in NORTH KENT WIND 1 LP and NORTH KENT WIND 1 GP INC. and WIFN Loan LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquire

Unanimous Shareholders Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Trust and Pattern Belle River GP Holdings Inc. dated as of August 2, 2019 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated August 6, 2019)

Exhibit 10.6 PATTERN BELLE RIVER GP HOLDINGS INC. UNANIMOUS SHAREHOLDER AGREEMENT August 2, 2019 TABLE OF CONTENTS Page Article 1 INTERPRETATION Definitions 3 Schedules 10 Headings 10 1.4Number and Gender 10 Business Days 11 Currency and Payment Obligations 11 Calculation of Interest 11 Accounting Principles 11 Statute and Agreement References 11 Section and Schedule References 11 Subsidiaries 11

Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement dated July 31, 2019 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 6, 2019)

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 2 (the “Amendment”), dated as of July 31, 2019, to the Second Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2017 (as amended by Amendment No. 1, dated as of March 5, 2018 and as further amended, restated, amended and restated, supplemented and/or modified from time to time, the “Credit Agreement”) among Pattern US Finance C

Purchase and Sale Agreement by and among Pattern Energy Group Inc., Vertuous Energy Trust and Pattern Energy Group LP, dated as of August 2, 2019 (Belle River) (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated August 6, 2019)

Exhibit 10.3 PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., VERTUOUS ENERGY TRUST, each, a Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of August 2, 2019 Direct or Indirect Interests in SP BELLE RIVER WIND LP and SP BELLE RIVER WIND GP INC. and WIFN Loan LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Term

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name of Reg

Submission of Matters to a Vote of Security Holders

8-K 1 pegi2019agmresults.htm 8-K ANNUAL SHAREHOLDER MEETING RESULTS 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): June 12, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 9

Pattern Energy Reports First Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for second quarter 2019 -

Exhibit 99.1 Pattern Energy Reports First Quarter 2019 Financial Results - Declares dividend of $0.4220 per Class A common share for second quarter 2019 - SAN FRANCISCO, California, May 10, 2019 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2019 first quarter. Highlights (Figures reported below are for the first q

Region Q1 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,050 866 82 % 83 % Western U.S. 604 623 103 % 100 % Canada 546 536 98 % 98 % Other 89 91 102 % 99 % Total 2,289 2,116 92 % 92 %

Exhibit 99.2 Operating Metrics: Production Performance, Q1 2019 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q1 2019 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,050 866 82 % 83 % Western U.S. 604 623 103 % 100 % Canada 546 536 98 % 98 % Other 89

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 pegi201903318kdoc.htm 8-K 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): May 10, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdictio

Quarterly Report - 10-Q

10-Q 1 pegi2019033110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENE

TSX:PEG / Pattern Energy Group Inc DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

TSX:PEG / Pattern Energy Group Inc DEF 14A

DEF 14A 1 pegi2019def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

Intellectual Property Rights Purchase and Transfer Agreement effective March 26, 2019 between the Company and Pattern Energy Group LP (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 29, 2019).

Exhibit 10.1 INTELLECTUAL PROPERTY RIGHTS PURCHASE AND TRANSFER AGREEMENT This INTELLECTUAL PROPERTY RIGHTS PURCHASE AND TRANSFER AGREEMENT (“Agreement”), effective March 26, 2019 (“Effective Date”), is made by and between Pattern Energy Group Inc., a Delaware corporation ("Buyer" or “PEGI”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller” “PEG LP”). Buyer and Seller may be r

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8-kiprightstransfer2019x03.htm 8-K 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 26, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other

TSX:PEG / Pattern Energy Group Inc 10-K/A (Annual Report)

10-K/A 1 pegi2018123110ka-complete.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018. -OR- ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission Fi

Letter Agreement dated as of March 4, 2019 between Pattern Western Development LLC and Pattern Gulf Wind Holdings LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 7, 2019).

EX-10.1 2 exhibit101letteragreement-.htm EXHIBIT 10.1 Exhibit 10.1 March 4, 2019 Pattern Gulf Wind Holdings LLC c/o Pattern Energy Group Inc. 1088 Sansome Street San Francisco, CA 94111 Re: Memorandum of Understanding dated as of August 16, 2018 between Pattern Gulf Wind Holdings LLC (“PGWH”) and Pattern Western Development LLC (“PWD”) (“MOU”) - PWD Units Election To Whom it May Concern: PWD hereb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8-kgulfturbineexercise.htm 8-K 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 4, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other juri

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2019 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

Pattern Energy Reports Fourth Quarter and Year End 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for first quarter 2019 -

Exhibit 99.1 Pattern Energy Reports Fourth Quarter and Year End 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for first quarter 2019 - SAN FRANCISCO, California, March 1, 2019 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 fourth quarter and year. Highlights (Comparisons made b

Region Q4 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 973 796 82 % 86 % Western U.S. 592 499 84 % 87 % Canada 659 605 92 % 92 % Other 71 67 94 % 94 % Total 2,295 1,967 86 % 88 %

Exhibit 99.2 Operating Metrics: Production Performance, Q4 2018 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q4 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 973 796 82 % 86 % Western U.S. 592 499 84 % 87 % Canada 659 605 92 % 92 % Other 71 67

TSX:PEG / Pattern Energy Group Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018. -OR- ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name of Regis

Subsidiaries of the Company

Exhibit 21.1 Pattern Energy Group Inc. Subsidiaries of the Registrant Pattern Name Domicile Ownership Broadview B Member LLC Delaware 100% Broadview Corporate Holdings LLC Delaware 100% Broadview Energy Holdings LLC Delaware 84% Broadview Energy JN Investments LLC Delaware 84% Broadview Energy JN, LLC Delaware 84% Broadview Energy KW Investments LLC Delaware 84% Broadview Energy KW, LLC Delaware 8

TSX:PEG / Pattern Energy Group Inc / NOMURA HOLDINGS INC - SC 13G Passive Investment

SC 13G 1 a19-44991sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box

PEGI / Pattern Energy Group Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 70338P100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropri

PEGI / Pattern Energy Group Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 patternenergygroupinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Pattern Energy Group Inc Title of Class of Securities: Common Stock CUSIP Number: 70338P100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the rule

Pattern Energy Completes Sale of K2 Wind Facility

Exhibit 99.1 Pattern Energy Completes Sale of K2 Wind Facility SAN FRANCISCO, California, January 9, 2019 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it completed the sale of the Company’s 90 megawatt (“MW”) minority owned interest in the K2 Wind power facility (“K2”) in Ontario for a purchase price of CAD$216.0 (US$160.0 million1), to a c

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a8-kk2consummation.htm 8-K 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): January 9, 2019 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdi

Pattern Energy Announces Changes to Board of Directors with Appointments of Two New Independent Directors

Exhibit 99.1 Pattern Energy Announces Changes to Board of Directors with Appointments of Two New Independent Directors SAN FRANCISCO, California, December 31, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced changes to its Board of Directors with the appointment of two new independent directors and the resignation of an existing member. Hi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 28, 2018 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

EX-24

pegi-20181106poadetersex

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 20, 2018 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

Amended and Restated Limited Liability Company Agreement of Stillwater New B Member LLC, between Pattern US Finance Company LLC and Vertuous Energy LLC (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 20, 2018).

Exhibit 10.3 Execution Version CONFIDENTIAL November 20, 2018 Pattern Energy Group Inc. Pier One, Bay Three San Francisco, CA 94111 Attention: General Counsel Re : Pattern Stillwater Guarantee- Reimbursement Ladies and Gentlemen: Reference is made to (i) the Purchase and Sale Agreement dated November 20, 2018 (the “Purchase and Sale Agreement”) entered into by Pattern Energy Group 2 LP, a Delaware

Pattern Energy Acquires Interest in Stillwater Wind Facility in Montana as it Begins Operations

Exhibit 99.1 Pattern Energy Acquires Interest in Stillwater Wind Facility in Montana as it Begins Operations SAN FRANCISCO, California, November 26, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced the acquisition of a 35 megawatt (“MW”) owned interest in the Stillwater Wind (“Stillwater”) facility from Pattern Energy Group 2 LP (“Pattern

Amended and Restated Limited Liability Company Agreement of Stillwater New B Member LLC, between Pattern US Finance Company LLC and Vertuous Energy LLC.

EXHIBIT 10.2 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STILLWATER NEW B MEMBER LLC, a Delaware Limited Liability Company Dated as of November 20, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CONSTRUCTION 1 1.01 Definitions 1 1.02 Construction 13 ARTICLE 2 ORGANIZATION 13 2.01 Formation 13 2.02 Name 14 2.03 Registered Office; Registered Agent; Principal

Purchase and Sale Agreement by and among Pattern Energy Group Inc., Vertuous Energy LLC, and Pattern Energy Group 2 LP, dated as of November 20, 2018 (Stillwater) (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 20, 2018.

EXHIBIT 10.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., VERTUOUS ENERGY LLC, each, a Purchaser and PATTERN ENERGY GROUP 2 LP, Seller Dated as of November 20, 2018 Indirect Interests in STILLWATER WIND, LLC LIST OF APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired

Regulation FD Disclosure, Financial Statements and Exhibits

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 6, 2018 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

Pattern Energy Enters Agreement to Sell K2 Wind Facility

Exhibit 99.1 Pattern Energy Enters Agreement to Sell K2 Wind Facility SAN FRANCISCO, California, November 7, 2018 – Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it has entered into an agreement for the sale of the Company’s 90 megawatt (“MW”) minority owned interest in the K2 Wind power facility (“K2”) in Ontario for a purchase price of CAD$2

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2018 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

Pattern Energy Reports Third Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for fourth quarter 2018 -

Exhibit 99.1 Pattern Energy Reports Third Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for fourth quarter 2018 - SAN FRANCISCO, California, November 5, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 third quarter. Highlights (Comparisons made between fiscal Q3 201

Region Q3 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 755 632 84 % 87 % Western U.S. 521 498 96 % 96 % Canada 368 370 101 % 100 % Other 113 123 109 % 10.8 % Total 1,757 1,623 92 % 94 %

Exhibit 99.2 Operating Metrics: Production Performance, Q3 2018 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q3 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 755 632 84 % 87 % Western U.S. 521 498 96 % 96 % Canada 368 370 101 % 100 % Other 113

TSX:PEG / Pattern Energy Group Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 28, 2018 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jurisdiction (Commission (IRS Employe

Memorandum of Understanding dated as of August 16, 2018 entered into by Pattern Gulf Wind Holdings LLC and Pattern Western Development LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 28, 2018).

EX-10.1 2 exhibit101gulfwindturbines.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (this “MOU”), dated as of August 16, 2018 (the “Execution Date”), sets forth the agreement of Pattern Gulf Wind Holdings LLC (“PGWH”) and Pattern Western Development LLC (“PWD” and, together with PGWH, the “Parties”) with respect to PGWH’s option for it

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 20, 2018 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 o

Pattern Energy Completes Sale of Operations in Chile

Exhibit 99.1 Pattern Energy Completes Sale of Operations in Chile SAN FRANCISCO, California, August 21, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it completed the sale of the Company’s operations in Chile, which principally consist of its 81 megawatt (“MW”) owned interest in the 115 MW El Arrayán Wind project (“El Arrayán Wind”), to

Amendment No. 2018-2 to Members' Agreement (Futtsu) dated as of August 14, 2018 by and between Green Power Generation GK and Green Power Investment Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 14, 2018).

Exhibit 10.1 Execution AMENDMENT NO. 2018-2 TO MEMBERS’ AGREEMENT (FUTTSU) THIS AMENDMENT NO. 2018-2 TO MEMBERS’ AGREEMENT (this “Amendment”) is entered into as of August 14th, 2018 by and between GREEN POWER GENERATION GK, a Japanese godo kaisha (“GPG”) and GREEN POWER INVESTMENT CORPORATION, a Japanese kabushiki kaisha (“GPI”) (each individually a “Party” and collectively the “Parties”). RECITAL

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 14, 2018 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 o

Unanimous Shareholder Agreement of Pattern MSM GP Holdings Inc. among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Pattern MSM GP Holdings Inc., dated as of August 10, 2018 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 10, 2018).

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version PATTERN MSM GP HOLDINGS INC. UNANIMOUS SHAREHOLDER AGREEMENT August 10, 2018 TABLE OF CONTENTS Page Article 1 INTERPRETATION2 1.1 Definitions 2 1.2 Headings 9 1.3 Number and Gender 10 1.4 Business Days 10 1.5 Currency and Payment Obligations 10 1.6 Calculation of Interest 10 1.7 Accounting Principles 10 1.8 Statute and Agreement

Shareholders Agreement of Pattern Development MSM Management ULC among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Pattern Development MSM Management ULC, dated as of August 10, 2018 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated August 10, 2018).

EX-10.3 4 exhibit103.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version PATTERN DEVELOPMENT MSM MANAGEMENT ULC SHAREHOLDERS AGREEMENT August 10, 2018 TABLE OF CONTENTS Page Article 1 INTERPRETATION2 1.1 Definitions 2 1.2 Headings 9 1.3 Number and Gender 9 1.4 Business Days 9 1.5 Currency and Payment Obligations 9 1.6 Calculation of Interest 9 1.7 Accounting Principles 10 1.8 Statute and Agreement Ref

Pattern Energy and PSP Investments Acquire 147 MW Mont Sainte-Marguerite Wind Facility in Québec

Exhibit 99.1 Pattern Energy and PSP Investments Acquire 147 MW Mont Sainte-Marguerite Wind Facility in Québec Montréal, Québec, August 14, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) and the Public Sector Pension Investment Board (“PSP Investments”) today announced the acquisition of the 147 megawatt (MW) Mont Sainte-Marguerite Wind power facility fr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 a8-kmsm.htm 8-K MSM ACQUISITION 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): August 10, 2018 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other ju

Amended and Restated Limited Partnership Agreement of MSM LP Holdings LP among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Pattern MSM GP Holdings Inc., dated as of August 10, 2018 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 10, 2018).

Exhibit 10.2 Execution Copy MSM LP HOLDINGS LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT August 10, 2018 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Schedules 10 1.3 Headings 11 1.4 Number and Gender 11 1.5 Business Days 11 1.6 Currency and Payment Obligations 11 1.7 Calculation of Interest 11 1.8 Accounting Principles 11 1.9 Statute and Agreement References 11 1.10

Pattern Energy Reports Second Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for third quarter 2018 -

Exhibit 99.1 Pattern Energy Reports Second Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for third quarter 2018 - SAN FRANCISCO, California, August 9, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 second quarter. Highlights (Comparisons made between fiscal Q2 2018

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2018 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

Region Q2 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,064 997 94 % 95 % Western U.S. 696 721 104 % 106 % Canada 489 427 87 % 87 % Other 136 118 87 % 102 % Total 2,385 2,263 95 % 97 %

Exhibit 99.2 Operating Metrics: Production Performance, Q2 2018 The table below presents the long term average production (LTA) for projects compared to actual production, including compensated curtailment: Region Q2 2018 Actual Results (% of LTA) Resource Index (% of LTA) 1 LTA (GWh) Production (GWh) Eastern US 1,064 997 94 % 95 % Western U.S. 696 721 104 % 106 % Canada 489 427 87 % 87 % Other 13

TSX:PEG / Pattern Energy Group Inc 10-Q 2018 (Quarterly Report)

10-Q 1 pegi2018063010q.htm 10-Q 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212) 993-0076 (Name, Address and

Submission of Matters to a Vote of Security Holders

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): June 6, 2018 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 i

Letter of EY dated May 31, 2018.

Exhibit 16.1 May 31, 2018 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Gentlemen: We have read Item 4.01(a) on page 1 of Form 8-K dated May 31, 2018, of Pattern Energy Group Inc. and are in agreement with the statements contained within paragraphs one through three. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01(a)

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): May 24, 2018 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 i

Pattern Energy Enters Agreement to Sell Operations in Chile - Enters agreement for sale of 81 MW in El Arrayán Wind project to Arroyo Energy Investors -

Exhibit 99.1 Pattern Energy Enters Agreement to Sell Operations in Chile - Enters agreement for sale of 81 MW in El Arrayán Wind project to Arroyo Energy Investors - SAN FRANCISCO, California, May 24, 2018 - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (“Pattern Energy” or the “Company”) today announced it has entered into an agreement for the sale of the Company’s operations in Chile, which p

Consent and Waiver Agreement dated as of May 21, 2018 entered into by Public Sector Pension Investment Board and Pattern Energy Group Inc. related to the Conejo Solar project (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 25, 2018).

Exhibit 10.2 CONSENT AND WAIVER AGREEMENT This CONSENT AND WAIVER AGREEMENT (the “Consent and Waiver”), dated as of May 21, 2018 is entered into by Public Sector Pension Investment Board, a Canadian Crown corporation under the Public Sector Pension Investment Board Act (Canada) (“PSP”), and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”). Each of PSP and PEG Inc. are hereafter refer

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 21, 2018 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 i

Waiver Agreement dated as of May 21, 2018 entered into by Pattern Energy Group LP and the Company related to the Conejo Solar project (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 25, 2018).

Exhibit 10.1 WAIVER AGREEMENT This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of May 21, 2018 is entered into by Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”), and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”). Each of PEG LP and PEG Inc. are hereafter referred to individually as a “Party” and collectively as “Parties.” RECITALS A. The Parties entered

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212) 993-0076 (Name, Address and

Region Q1 2018 Actual Results (% of LTA) Wind Index (% of LTA) 2 LTA (GWh) Production (GWh) Eastern US 1,050 928 88 % 97 % Western U.S. 581 564 97 % 100 % Canada 567 586 103 % 103 % Other 95 48 51 % 80 % Total 1 2,293 2,126 93 % 98 %

Exhibit 99.2 Operating Metrics: Production Performance, Q1 2018 The table below presents the long term average production (LTA) for wind farms compared to actual production, including compensated curtailment: Region Q1 2018 Actual Results (% of LTA) Wind Index (% of LTA) 2 LTA (GWh) Production (GWh) Eastern US 1,050 928 88 % 97 % Western U.S. 581 564 97 % 100 % Canada 567 586 103 % 103 % Other 95

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2018 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 i

Pattern Energy Reports First Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for second quarter 2018 -

Exhibit 99.1 Pattern Energy Reports First Quarter 2018 Financial Results - Declares dividend of $0.4220 per Class A common share for second quarter 2018 - SAN FRANCISCO, California, May 10, 2018 - Pattern Energy Group Inc. (the “Company” or “Pattern Energy”) (NASDAQ & TSX: PEGI) today announced its financial results for the 2018 first quarter. Highlights (Figures reported below are for the first q

Form of Restricted Stock Agreement under 2013 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018).

Exhibit 10.6 PATTERN ENERGY GROUP INC. 2013 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Pattern Energy Group Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) set forth below. The Shar

Form of TSR Performance Restricted Stock Agreement under 2013 Equity Incentive Award Plan (Incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018).

Exhibit 10.7 PATTERN ENERGY GROUP INC. 2013 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Pattern Energy Group Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) set forth below. The Shar

TSX:PEG / Pattern Energy Group Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name of Re

TSX:PEG / Pattern Energy Group Inc DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

TSX:PEG / Pattern Energy Group Inc DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy State

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SC 13D/A 1 a18-111881sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York,

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SC 13D/A 1 a18-84581sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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 5, 2018 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

Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement dated March 5, 2018 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 5, 2018)

EXHIBIT 10.1 EXECUTION VERSION AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT AMENDMENT NO. 1 (the “Amendment”), dated as of March 5, 2018, to (i) the Second Amended and Restated Credit and Guaranty Agreement dated as of November 21, 2017 (the “Credit Agreement”) among Pattern US Finance Company LLC (“US Bo

Pattern Energy Reports Fourth Quarter and Year End 2017 Financial Results - Declares dividend of $0.422 per Class A common share for first quarter 2018 -

Exhibit Exhibit 99.1 Pattern Energy Reports Fourth Quarter and Year End 2017 Financial Results - Declares dividend of $0.422 per Class A common share for first quarter 2018 - SAN FRANCISCO, California, March 1, 2018 - Pattern Energy Group Inc. (the ?Company? or ?Pattern Energy?) (NASDAQ and TSX: PEGI) today announced its financial results for the 2017 fourth quarter and year. Highlights (Compariso

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2018 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

Region Q4 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern U.S. 1,083 946 87 % 93 % Western U.S. 569 511 90 % 100 % Canada 575 607 106 % 102 % Other 100 60 60 % 96 % Total 2,327 2,124 91 % 96 %

Exhibit Exhibit 99.2 Operating Metrics: Production Performance, Q4 2017 The table below presents the long term average production (LTA) for wind farms compared to actual production, including compensated curtailment: Region Q4 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern U.S. 1,083 946 87 % 93 % Western U.S. 569 511 90 % 100 % Canada 575 607 106 % 102 % O

Subsidiaries of the Company

Exhibit 21.1 Pattern Energy Group Inc. Subsidiaries of the Registrant Pattern Name Domicile Ownership Broadview B Member LLC Delaware 100% Broadview Corporate Holdings LLC Delaware 100% Broadview Energy Holdings LLC Delaware 84% Broadview Energy JN Investments LLC Delaware 84% Broadview Energy JN, LLC Delaware 84% Broadview Energy KW Investments LLC Delaware 84% Broadview Energy KW, LLC Delaware 8

TSX:PEG / Pattern Energy Group Inc 2017 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017. -OR- ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENERGY GROUP INC. (Exact name of Regis

February 26, 2018

EXHIBIT 99.1 February 26, 2018 Pattern Energy to Enter Japan Market with Acquisition of Projects and a Modest Investment in Development SAN FRANCISCO, Feb. 26, 2018 /CNW/ - Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) ("Pattern Energy" or the "Company") today announced a series of transactions highlighted by: 1) agreements to acquire 206 megawatts ("MW") of owned capacity in projects from Patt

Purchase and Sale Agreement by and between Pattern Energy Group Inc. and Green Power Investment Corporation dated as of February 26, 2018 related to indirect interests in Green Power Tsugaru GK (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 27, 2018).

Exhibit 10.2 EXECUTION VERSION PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and GREEN POWER INVESTMENT CORPORATION, Seller Dated as of February 26, 2018 Interests in green power tsugaru GK list of APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Stru

Deferred Payment Agreement by and between Pattern Energy Group Inc. and Pattern Energy Group LP dated as of February 26, 2018 (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated February 27, 2018).

EX-10.5 6 dp87221ex1005.htm EXHIBIT 10.5 Exhibit 10.5 EXECUTION VERSION DEFERRED PAYMENT AGREEMENT THIS DEFERRED PAYMENT AGREEMENT (this “Agreement”) is entered into as of February 26, 2018, by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”) and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). WHEREAS, Purchaser has agreed to purchase from Seller, and

Purchase and Sale Agreement by and between Pattern Energy Group Inc. and Green Power Investment Corporation dated as of February 26, 2018 related to indirect interests in GK Green Power Kanagi, GK Green Power Otsuki and Otsuki Wind Power Corporation (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated February 27, 2018).

EX-10.4 5 dp87221ex1004.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTION VERSION PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and GREEN POWER INVESTMENT CORPORATION, Seller Dated as of February 26, 2018 Interests in GK Green Power Kanagi GK Green Power Otsuki Otsuki Wind Power Corporation LIST OF EXHIBITS AND APPENDICES Exhibit A General Definitions Exhibit B Rules of Con

Purchase and Sale Agreement by and between Pattern Energy Group Inc. and Pattern Energy Group LP dated as of February 26, 2018 related to indirect interests in Green Power Tsugaru GK (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 27, 2018).

EXHIBIT 10.1 PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of February 26, 2018 Interests in green power tsugaru GK list of APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Project Informatio

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 26, 2018 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

Purchase and Sale Agreement by and between Pattern Energy Group Inc. and Pattern Energy Group LP dated as of February 26, 2018 related to indirect interests in GK Green Power Kanagi, GK Green Power Otsuki and GK Green Power Futtsu (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated February 27, 2018).

Exhibit 10.3 EXECUTION VERSION PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of February 26, 2018 Interests in GK Green Power Kanagi GK Green Power Otsuki GK Green Power Futtsu LIST OF EXHIBITS AND APPENDICES Exhibit A General Definitions Exhibit B Rules of Construction Appendix A Kanagi Section A Transaction Terms and

PEGI / Pattern Energy Group Inc. / VANGUARD GROUP INC Passive Investment

patternenergygroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Pattern Energy Group Inc Title of Class of Securities: Common Stock CUSIP Number: 70338P100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appro

TSX:PEG / Pattern Energy Group Inc ESP

CORRESP 1 filename1.htm Securities and Exchange Commission Pattern Energy Group Inc. January 04, 2018 Page 1 January 04, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennifer Thompson, Accounting Branch Chief, Office of Consumer Products Mail Stop 3561 Re: Pattern Energy Group Inc. Form 10-K for t

Amended and Restated Limited Liability Company Agreement of PAN2 B2, LLC, a Delaware limited liability company, dated as of December 22, 2017 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated December 28, 2017).

Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAN2 B2 LLC, a Delaware Limited Liability Company Dated as of December 22, 2017 TABLE OF CONTENTS Page Article 1 DEFINITIONS AND CONSTRUCTION 1 1.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 a8kpanhandle2closing.htm 8-K 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): December 22, 2017 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-0893251 (State or other jur

Voting Agreement between Panhandle B Member 2 LLC and Vertuous Energy LLC made as of December 22, 2017 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 28, 2017).

Exhibit Execution Version VOTING AGREEMENT This Voting Agreement (this ? Agreement ?) is made as of December 22, 2017 by and among Panhandle B Member 2 LLC, a Delaware limited liability company (the ? Managing Member ?) and Vertuous Energy LLC, a Delaware limited liability company (the ? Investor ?).

Reimbursement Agreement between Pattern Energy Group Inc. and Public Sector Pension Investment Board, dated as of December 22, 2017 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K dated December 28, 2017).

Exhibit CONFIDENTIAL December 22, 2017 Pattern Energy Group Inc. Pier One, Bay Three San Francisco, CA 94111 Attention: General Counsel Re : Pattern Panhandle 2 Guarantee- Reimbursement Ladies and Gentlemen: Reference is made to (i) the Purchase and Sale Agreement dated June 16, 2017 (the ? Purchase and Sale Agreement ?) entered into by Pattern Energy Group Inc., a Delaware corporation (? Seller ?

Letter Agreement between Pattern Energy Group Inc. and Public Sector Pension Investment Board, dated as of December 22, 2017 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated December 28, 2017).

Exhibit December 22, 2017 PATTERN ENERGY GROUP INC. Pier One, Bay Three San Francisco, California 94111 Re: Waiver Agreement and Amendment No. 2 dated as of December 22, 2017 (?Waiver?) among JPM Capital Corporation, Morgan Stanley Wind LLC, Comet Wind TX, LLC, and Panhandle B Member 2 LLC, a (?Panhandle Member 2?), and Assignment and Assumption Agreement dated December 22, 2017 (?Assignment?) amo

Second Amended and Restated Credit and Guaranty Agreement, among Pattern US Finance Company LLC, Pattern Canada Finance Company ULC, as borrowers, certain subsidiaries of the borrowers, the lenders party thereto from time to time, Royal Bank of Canada, as Swingline Lender, Administrative Agent and Collateral Agent, Bank of Montreal, as Syndication Agent, Royal Bank of Canada, Bank of Montreal, Morgan Stanley Bank, N.A., Citibank N.A. and Bank of America, N.A. each as LC Issuing Bank, and Citibank, N.A. as Documentation Agent, dated as of November 21, 2017 (the “Amended and Restated Credit and Guaranty Agreement") (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 22, 2017).

Exhibit 10.1 SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of November 21, 2017 among PATTERN US FINANCE COMPANY LLC PATTERN CANADA FINANCE COMPANY ULC CERTAIN SUBSIDIARIES OF PATTERN US FINANCE COMPANY LLC CERTAIN SUBSIDIARIES OF PATTERN CANADA FINANCE COMPANY ULC THE LENDERS FROM TIME TO TIME PARTY HERETO ROYAL BANK OF CANADA (ACTING THROUGH ITS NEW YORK BRANCH) as Swingline

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 dp831848k.htm FORM 8-K 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 jurisdict

Form of Deferred Restricted Stock Unit Agreement

Exhibit 10.2 PATTERN ENERGY GROUP inc. 2013 Equity incentive AWARD plan DEFERRED RESTRICTED STOCK UNIT GRANT NOTICE Pattern Energy Group Inc., a Delaware corporation (the ?Company?), pursuant to its 2013 Equity Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?) the number of Deferred Restricted Stock Units (the ?DRSUs?) set for

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 pegi201709308kdoc.htm 8-K THIRD QUARTER EARNINGS RELEASE 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 9, 2017 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 90-

Pattern Energy Reports Third Quarter 2017 Financial Results - Increases dividend to $ 0.422 per Class A common share for Q4 2017 -

Exhibit Exhibit 99.1 Pattern Energy Reports Third Quarter 2017 Financial Results - Increases dividend to $ 0.422 per Class A common share for Q4 2017 - SAN FRANCISCO, California, November 9, 2017 - Pattern Energy Group Inc. (the ?Company? or ?Pattern Energy?) (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 third quarter. Highlights (Figures reported below are for the third

Region Q3 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern US 840 707 84 % 88 % Western U.S. 514 434 84 % 84 % Canada 325 292 90 % 88 % Other 112 81 72 % 81 % Total 1,791 1,514 85 % 87 %

Exhibit Exhibit 99.2 Operating Metrics: Production Performance, Q3 2017 The table below presents the long term average production (LTA) for wind farms compared to actual production, including compensated curtailment: Region Q3 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern US 840 707 84 % 88 % Western U.S. 514 434 84 % 84 % Canada 325 292 90 % 88 % Other 11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 pegi2017093010q.htm 10-Q PEGI 2017.09.30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Document 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): October 27, 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

Registration Rights Agreement (Side Letter) among PSP Investments and the Pattern Energy Group, Inc. dated as of October 27, 2017 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 30, 2017).

EX-10.1 2 exhibit101registrationrigh.htm EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT Exhibit 10.1 Registration Rights Agreement (Side Letter) October 27, 2017 Public Sector Pension Investment Board Attention: Managing Director, Infrastructure Investments 1250 René-Lévesque Blvd. West Suite 1400 Montréal, Québec H3B 5E9 Canada Ladies and Gentlemen: Reference is made to that certain Acknowledgment an

Underwriting Agreement, dated October 18, 2017

Exhibit 1.1 October 18, 2017 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: Pattern Energy Group Inc., a Delaware corporation (the ?Company?), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the ?Underwriters?) for which you are actin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 18, 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

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212) 993-0076 (Name, Address and

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per unit Proposed maximum aggregate offering price(1) Amount of registration fee(2) Class A common stock, pa

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219970 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per unit Proposed maximum aggregate offering price(1) Amount of registration fee(2) Class A common stock, par value $0.01 per share 9,200,000 $23.40 $215,280,000 $26,802.36

SUBJECT TO COMPLETION, DATED OCTOBER 18, 2017

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-219970 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not offers to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction w

Results of Operations and Financial Condition

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): October 18, 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

Pattern Energy Provides Operations and Financial Guidance Update in Light of Recent Weather Events

Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-219970 Dated September 29, 2017 Pattern Energy Provides Operations and Financial Guidance Update in Light of Recent Weather Events SAN FRANCISCO, California, September 29, 2017 ? Pattern Energy Group Inc. (NASDAQ and TSX: PEGI) (?Pattern Energy? or the ?Company?) today provided an update on its operations in light of

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 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

Pattern Energy Group FORM 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 29, 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

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, NY 10019 (212) 993-0076 (Name, Address and

[SIGNATURE PAGES TO FOLLOW]

Exhibit 99.1 EXECUTION VERSION 10b5-1 Sales Plan This Sales Plan (including the attached Annex, the “Sales Plan”) is entered into as of August 30, 2017, by and among Pattern Development Finance Company LLC (“Seller”), Williams Trading, LLC (“Broker”) and Deutsche Bank Trust Company Americas (“Depositary”) and is acknowledged by Pattern Energy Group Inc. (the “Issuer”). WHEREAS, Seller desires to e

Form of Senior Indenture (Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-3 dated August 14, 2017 (Registration No. 333-219970)

EXHIBIT 4.3 PATTERN ENERGY GROUP INC. as Issuer and as Trustee Senior Indenture Dated as of , 20 CROSS REFERENCE SHEET(1) Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between PATTERN ENERGY GROUP INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.12 and 5.09(a), (b) and (d)

As filed with the Securities and Exchange Commission on August 14, 2017

As filed with the Securities and Exchange Commission on August 14, 2017 Registration No.

(In thousands of dollars, except for ratio)

Exhibit 12.1 Pattern Energy Group Inc. Ratio of Earnings to Fixed Charges (In thousands of dollars, except for ratio) Earnings Six months ended June 30, 2017 2016 2015 2014 2013 2012 Pre-tax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income or loss from equity investees $ (34,224 ) $ (73,812 ) $ (66,783 ) $ (11,568 ) $ 6,772 $ (

Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 dated August 14, 2017 (Registration No. 333-219970)

EXHIBIT 4.5 PATTERN ENERGY GROUP INC. as Issuer and as Trustee Subordinated Indenture Dated as of , 20 CROSS REFERENCE SHEET(1) Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between PATTERN ENERGY GROUP INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.12 and 5.09(a), (b) an

CALCULATION OF REGISTRATION FEE

Filed Pursuant to Rule 424(b)(5) Registration No. 333-219970 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum offering price Amount of registration fee Class A common stock, par value $0.01 per share $170,766,905 (1) (1) No payment of registration fees is being made in connection with the filing of this prospectus supplement. This prospectus suppl

Shareholders Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Meikle Wind Energy Corp. dated as of August 10, 2017 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 14, 2017).

EX-10.2 3 dp79412ex1002.htm EXHIBIT 10.2 Exhibit 10.2 Execution Copy Meikle Wind Energy Corp. SHAREHOLDER AGREEMENT August 10, 2017 Table of Contents Page Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Headings 9 1.3 Number and Gender 9 1.4 Business Days 9 1.5 Currency and Payment Obligations 9 1.6 Calculation of Interest 9 1.7 Accounting Principles 9 1.8 Statute and Agreement References 10 1.9

Pattern Energy Completes Acquisition of 51% of 179 MW Meikle Wind Power Facility

Exhibit 99.1 Pattern Energy Completes Acquisition of 51% of 179 MW Meikle Wind Power Facility SAN FRANCISCO, California, August 14, 2017 ? Pattern Energy Group Inc. (Nasdaq & TSX: PEGI) (?Pattern Energy? or the ?Company?), today announced it has completed the acquisition of a 51% interest in the 179 MW Meikle Wind facility from Pattern Energy Group LP (?Pattern Development 1.0?) for $68 million1,

Pattern Energy Group FORM 8-K (Current Report/Significant Event)

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): August 10, 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 o

Amended and Restated Limited Partnership Agreement among Pattern Canada Finance Company ULC, Vertuous Energy Canada Inc. and Meikle Wind Energy Corp. dated as of August 10, 2017 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 14, 2017).

Exhibit 10.1 Execution Copy MEIKLE WIND ENERGY LIMITED PARTNERSHIP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT August 10, 2017 Article 1 INTERPRETATION 2 1.1 Definitions 2 1.2 Schedules 10 1.3 Headings 10 1.4 Number and Gender 11 1.5 Business Days 11 1.6 Currency and Payment Obligations 11 1.7 Calculation of Interest 11 1.8 Accounting Principles 11 1.9 Statute and Agreement References 11 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 pegi2017063010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36087 PATTERN ENER

Pattern Energy Reports Second Quarter 2017 Financial Results - Increases dividend to $0.42 per Class A common share for Q3 2017 -

Exhibit Exhibit 99.1 Pattern Energy Reports Second Quarter 2017 Financial Results - Increases dividend to $ 0.42 per Class A common share for Q3 2017 - SAN FRANCISCO, California, August 8, 2017 - Pattern Energy Group Inc. (the ?Company? or ?Pattern Energy?) (NASDAQ & TSX: PEGI) today announced its financial results for the 2017 second quarter. Highlights (Comparisons made between fiscal Q2 2017 an

Region Q2 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern US 1,173 1,047 89 % 93 % Western U.S. 620 515 83 % 95 % Canada 441 453 103 % 100 % Other 97 96 99 % 104 % Total 2,331 2,111 91 % 95 %

Exhibit Exhibit 99.2 Operating Metrics: Production Performance, Q2 2017 The table below presents the long term average production (LTA) for wind farms compared to actual production, including compensated curtailment: Region Q2 2017 Actual Results (% of LTA) Wind Index (% of LTA) LTA (GWh) Production (GWh) Eastern US 1,173 1,047 89 % 93 % Western U.S. 620 515 83 % 95 % Canada 441 453 103 % 100 % Ot

Pattern Energy Group 8-K (Current Report/Significant Event)

Document 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): August 8, 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 Em

Pattern Energy Group 8-K PATTERN DEVELOPMENT 2.0 FUNDING (Current Report/Significant Event)

Document 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): July 27, 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 Emp

PUBLIC SECTOR PENSION INVESTMENT BOARD PATTERN ENERGY GROUP INC. JOINT VENTURE AGREEMENT JUNE 16, 2017 TABLE OF CONTENTS

Exhibit 99.2 PUBLIC SECTOR PENSION INVESTMENT BOARD and PATTERN ENERGY GROUP INC. JOINT VENTURE AGREEMENT JUNE 16, 2017 TABLE OF CONTENTS Page ARTICLE 1 Definitions and Interpretation 2 Section 1.01. Definitions. 2 ARTICLE 2 Representations and Warranties of the JV Participants 10 Section 2.01. Authority; Validity of Agreements; No Violations. 10 Section 2.02. No Proceedings. 11 Section 2.03. Cons

SECURITIES PURCHASE AGREEMENT by and between PATTERN DEVELOPMENT FINANCE COMPANY LLC PUBLIC SECTOR PENSION INVESTMENT BOARD DATED JUNE 16, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS; CONSTRUCTION

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT by and between PATTERN DEVELOPMENT FINANCE COMPANY LLC and PUBLIC SECTOR PENSION INVESTMENT BOARD DATED JUNE 16, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS; CONSTRUCTION Section 1.1. Defined Terms 1 Section 1.2. Additional Defined Terms 5 Section 1.3. Construction 5 Section 1.4. Exhibits and Disclosure Schedules 6 Section 1.5. Knowledge 6 ARTICLE II PUR

TSX:PEG / Pattern Energy Group Inc / PUBLIC SECTOR PENSION INVESTMENT BOARD - SC 13D Activist Investment

SC 13D 1 formsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Nathalie Bouchard Senior Director, Compliance Public Sector Pension Investment Board 12

SPONSOR SERVICES AGREEMENT PATTERN ENERGY GROUP INC. PUBLIC SERVICE PENSION INVESTMENT BOARD Dated as of June 16, 2017 TABLE OF CONTENTS

Exhibit 99.3 SPONSOR SERVICES AGREEMENT between PATTERN ENERGY GROUP INC. and PUBLIC SERVICE PENSION INVESTMENT BOARD Dated as of June 16, 2017 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions. 1 Section 1.02. Construction. 1 ARTICLE 2 Engagement of PEGI Section 2.01. Engagement of PEGI. 2 Section 2.02. Relationship. 2 Section 2.03. PSP Project Entities. 2 ARTICLE 3 Term and

EX-99.1

a062917patternwebcast

Pattern Energy Group 8-K (Current Report/Significant Event)

Document 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): June 29, 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 Emp

SECURITIES PURCHASE AGREEMENT by and between PATTERN DEVELOPMENT FINANCE COMPANY LLC PUBLIC SECTOR PENSION INVESTMENT BOARD DATED JUNE 16, 2017

Exhibit 99.4 Execution Version SECURITIES PURCHASE AGREEMENT by and between PATTERN DEVELOPMENT FINANCE COMPANY LLC and PUBLIC SECTOR PENSION INVESTMENT BOARD DATED JUNE 16, 2017 TABLE OF CONTENTS ARTICLE I DEFINITIONS; CONSTRUCTION Section 1.1. Defined Terms 1 Section 1.2. Additional Defined Terms 5 Section 1.3. Construction 5 Section 1.4. Exhibits and Disclosure Schedules 6 Section 1.5. Knowledg

TSX:PEG / Pattern Energy Group Inc / Pattern Renewables LP - SC 13D/A Activist Investment

SC 13D/A 1 a17-157611sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pattern Energy Group Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 70338P 100 (CUSIP Number) Dianna Rosser Aprile c/o Riverstone Holdings LLC 712 Fifth Avenue, 36th Floor New York, N

Amended and Restated Multilateral Management Services Agreement by and among Pattern Energy Group Inc., Pattern Energy Group LP and Pattern Energy Group 2 LP, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED MULTILATERAL MANAGEMENT SERVICES AGREEMENT Dated as of June 16, 2017 by and among PATTERN ENERGY GROUP INC., PATTERN ENERGY GROUP LP, and PATTERN ENERGY GROUP 2 LP Table of Contents Article I DEFINITIONS AND USAGE Section 1.01 Definitions 1 Article II PEG 1’S RESPONSIBILITIES Section 2.01 PEG 1 Services 4 Article III PEG INC.’S RESPONSIBILITIES S

Joint Venture Agreement between PSP Investments and Pattern Energy Group Inc., dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed June 19, 2017).

EX-10.6 7 dp77426exhibit1006.htm EXHIBIT 10.6 Exhibit 10.6 PUBLIC SECTOR PENSION INVESTMENT BOARD and PATTERN ENERGY GROUP INC. JOINT VENTURE AGREEMENT JUNE 16, 2017 TABLE OF CONTENTS Page Article 1 Definitions and Interpretation 2 Section 1.01. Definitions. 2 Article 2 Representations and Warranties of the JV Participants 10 Section 2.01. Authority; Validity of Agreements; No Violations. 10 Secti

Sponsor Services Agreement between Pattern Energy Group Inc. and PSP Investments, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.7 EXECUTION VERSION SPONSOR SERVICES AGREEMENT between PATTERN ENERGY GROUP INC. and PUBLIC SERVICE PENSION INVESTMENT BOARD Dated as of June 16, 2017 EXECUTION VERSION TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions. 1 Section 1.02. Construction. 1 Article 2 Engagement of PEGI Section 2.01. Engagement of PEGI. 2 Section 2.02. Relationship. 2 Section 2.03. PSP Pro

Second Amended and Restated Non-Competition Agreement by and among Pattern Energy Group LP, Pattern Energy Group Inc. and Pattern Energy Group 2 LP, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.3 Execution Version SECOND AMENDED AND RESTATED NONCOMPETITION AGREEMENT BY AND AMONG PATTERN ENERGY GROUP LP, PATTERN ENERGY GROUP INC., AND PATTERN ENERGY GROUP 2 LP Dated as of June 16, 2017 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 Definitions 1 Article II Exclusivity Section 2.1 Exclusivity 3 Article III MISCELLANEOUS Section 3.1 Choice of Law; Submission to Jurisdiction;

Purchase and Sale Agreement by and among Vertuous Energy LLC and Pattern Energy Group Inc., dated as of June 16, 2017 (Panhandle 2 PSA) (Incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.10 PURCHASE and Sale AGREEMENT by and among VERTUOUS ENERGY LLC, Purchaser and PATTERN ENERGY GROUP INC., Seller Dated as of June 16, 2017 Indirect Interests in Panhandle wind holdings 2 llc list of APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B Transaction Terms and Conditions Appendix C Acquired Interests; Ownership Structure; and Wind Projec

Purchase and Sale Agreement by and among Pattern Energy Group Inc., Vertuous Energy Canada Inc. and Pattern Energy Group LP, dated as of June 16, 2017 (Meikle PSA) (Incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed June 19, 2017).

EX-10.8 9 dp77426exhibit1008.htm EXHIBIT 10.8 Exhibit 10.8 purchase and sale agreement by and among Pattern Energy Group Inc., VERTUOUS ENERGY CANADA INC., each, a Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of June 16, 2017 Direct or Indirect Interests in Meikle Wind Energy Limited Partnership and Meikle Wind Energy Corp. list of APPENDICES Appendix A-1 General Definitions Appendix A-2

Amended and Restated Purchase Rights Agreement by and among Pattern Energy Group LP, Pattern Energy Group Inc., Pattern Energy Group Holdings LP (solely with respect to Article IV therein) and Pattern Energy GP LLC, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.1 AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT BY AND AMONG PATTERN ENERGY GROUP LP, PATTERN ENERGY GROUP INC. AND (SOLELY WITH RESPECT TO ARTICLE IV) PATTERN ENERGY GROUP HOLDINGS LP AND PATTERN ENERGY GP LLC TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.1. Definitions 1 Article II. [Intentionally Omitted] 4 Article III. PROJECT PURCHASE RIGHT OF FIRST OFFER 4 Section 3.1

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): June 16, 2017 PATTERN ENERGY GROU

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): June 16, 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

Amended and Restated Purchase Rights Agreement by and among Pattern Energy Group 2 LP, Pattern Energy Group Inc., Pattern Energy Group Holdings 2 LP (solely with respect to Article III therein) and Pattern Energy Group Holdings 2 GP LLC, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.2 AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT BY AND AMONG PATTERN ENERGY GROUP 2 LP, PATTERN ENERGY GROUP INC. AND (SOLELY WITH RESPECT TO ARTICLE III), PATTERN ENERGY GROUP HOLDINGS 2 LP AND PATTERN ENERGY GP 2 LLC AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT THIS AMENDED AND RESTATED PURCHASE RIGHTS AGREEMENT is entered into on, and effective as of June 16, 2017, among Pattern E

Purchase and Sale Agreement by and among Pattern Energy Group Inc., Vertuous Energy Canada Inc. and Pattern Energy Group LP, dated as of June 16, 2017 (MSM PSA) (Incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.9 purchase and sale agreement by and among Pattern Energy Group Inc., VERTUOUS ENERGY CANADA INC., each, a Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of June 16, 2017 Direct or Indirect Interests in MONT SAINTE-MARGUERITE WIND FARM L.p. and MONT SAINTE-MARGUERITE WIND FARM INC. list of APPENDICES Appendix A-1 General Definitions Appendix A-2 Rules of Construction Appendix B

Second Amended and Restated Limited Partnership Agreement of Pattern Energy Group Holdings 2 LP, dated as of June 16, 2017 (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed June 19, 2017).

Exhibit 10.5 Execution Version SECOND AMENDED AND RESTATED aGREEMENT OF LIMITED PARTNERSHIP OF Pattern Energy Group Holdings 2 LP Dated effective as of June 16, 2017 THE UNITS IN PATTERN ENERGY GROUP HOLDINGS 2 LP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. NO UNIT MAY BE SOLD OR OFFERED FOR SALE (WITHIN THE MEANING OF ANY SECU

Pattern Energy Announces Key Strategic Initiatives for Major Expansion of Growth and Capital Opportunities with Pattern Development, Riverstone and PSP Investments

Exhibit 99.1 Pattern Energy Announces Key Strategic Initiatives for Major Expansion of Growth and Capital Opportunities with Pattern Development, Riverstone and PSP Investments ? Up to $1 billion in new capital commitments for Pattern Development 2.0, including a $60 million minority investment by Pattern Energy (with a right but not an obligation to fund an additional $240 million) and more than

EX-99.2

EX-99.2 13 dp77426exhibit9902.htm EXHIBIT 99.2 Exhibit 99.2

Submission of Matters to a Vote of Security Holders

8-K 1 pegi2017shareholdervoteres.htm 8-K RESULTS OF SHAREHOLDER VOTE 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): June 1, 2017 PATTERN ENERGY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 001-36087 9