Status: Upcoming/New Filing
Acquirer: Canada Pension Plan Investment Board (Canada)
Acquired: Pattern Energy Group Inc. (US)
Value: US$6.1 billion
On November 3, 2019, Pattern Energy Group Inc., a US publicly traded (Nasdaq and TSX: PEGI) vertically integrated renewable energy company, entered into a merger agreement with Pacific US Inc., an entity “controlled by Canada Pension Plan Investment Board (“CPPIB”),” and a wholly owned subsidiary of Pacific US Inc., whereby Pattern Energy Group Inc. will merge with and into the subsidiary and survive as a wholly owned subsidiary of Pacific US Inc. (Pattern Energy Group Inc. Form 8-K, Nov. 4, 2019, SEC Filing.) The acquisition of “100% of Pattern Energy’s outstanding common shares” will have “an enterprise value of approximately $6.1 billion.” (Investor Presentation, Pattern Energy Group Inc. Form 8-K, Ex-99.1, Nov. 4, 2019, SEC Filing.) The business of Pattern Energy Group “consists of both (i) an operating business segment, which is comprised of a portfolio of renewable energy power projects and (ii) a development investment segment, which principally consists of our 29% ownership interest in Pattern Energy Group 2 LP (“Pattern Development”), an upstream development platform.” (Pattern Energy Group Inc. Schedule 14A, Feb. 4, 2020, SEC Filing.) “A condition on the completion of the Merger is that CFIUS has concluded its review of the Merger and determined that there are no unresolved national security concerns or, if CFIUS refers the case to the President, the President makes a decision not to suspend or prohibit the Merger.” (Id.)
Both Canada Pension Plan Investment Board and Pattern Energy Group Inc. have recently been through a CFIUS filing, see prior blog posts here.
Please contact us at InternationalTradeCompliance@squirepb.com with any questions.