As filed with the Securities and Exchange Commission on May 8, 2014
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATTERN ENERGY GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 4911 | 90-0893251 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Pier 1, Bay 3
San Francisco, CA 94111
(415) 283-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Daniel M. Elkort
General Counsel
Pattern Energy Group Inc.
Pier 1, Bay 3
San Francisco, CA 94111
(415) 283-4000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
| Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
Jeffrey R. Lloyd Brendan D. Reay Blake, Cassels & Graydon LLP Suite 4000 199 Bay Street Toronto, ON M5L 1A9 (416) 863-2400 |
Shelley A. Barber Brenda K. Lenahan Vinson & Elkins L.L.P. 666 Fifth Avenue New York, NY 10103 (212) 237-0000 |
Philip D.A. Symmonds Rima Ramchandani Torys LLP Suite 3000 79 Wellington Street West Toronto, ON M5K 1N2 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-195488
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
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| Title Of Each Class Of Securities To Be Registered |
Amount To Be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Offering Price |
Amount Of Registration Fee | ||||
| Class A common stock, par value $0.01 par value per share |
3,315,315 |
$27.75 | $91,999,986.98 | $11,849.60 | ||||
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Incorporation by Reference of Registration Statement on Form S-1, File No. 333-195488
Pattern Energy Group Inc. (the “Company”) hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-195488) declared effective on May 8, 2014 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration Statement.
| Exhibit |
Description | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 23.3 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on this 8th day of May, 2014.
| Pattern Energy Group Inc. | ||
| By: | /s/ Michael M. Garland | |
| Name: Michael M. Garland | ||
| Title: Director, President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on this 8th day of May, 2014.
| Signature |
Title | |
| /s/ Michael M. Garland Michael M. Garland |
Director, President and Chief Executive Officer (Principal Executive Officer) | |
| * Michael J. Lyon |
Chief Financial Officer (Principal Financial Officer) | |
| * Eric S. Lillybeck |
Senior Vice President, Fiscal and Administrative Services (Principal Accounting Officer) | |
| * Alan R. Batkin |
Director | |
| * Patricia S. Bellinger |
Director | |
| * The Lord Browne of Madingley |
Director | |
| * Douglas G. Hall |
Director | |
| * Michael B. Hoffman |
Director | |
| * Patricia M. Newson |
Director | |
| * |
By: | /s/ Michael M. Garland | ||||
| Name: | Michael M. Garland | |||||
| Title: | Attorney-in-Fact | |||||
EXHIBITS
| Exhibit |
Description | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |