CBRE Caledon Announces Filing of Early Warning Report in connection with Investment in Pattern Energy Group
TORONTO, Oct. 28, 2019 /CNW/ - CBRE Caledon Capital Management Inc. ("CBRE Caledon") announced today that it has filed an early warning report in connection with the previously announced investment in Pattern Energy Group Inc. ("Pattern Energy") (NASDAQ & TSX: PEGI) (the "Transaction").
The Transaction closed on October 25, 2019 and was completed pursuant to a securities purchase and rights agreement, entered into on October 10, 2019 (the "Purchase Agreement"), among certain entities managed by CBRE Caledon (the "CBRE Caledon Purchasers"), an affiliate of the CAAT Pension Plan (the "CAAT Pension Plan Purchaser"), 1793177 Ontario Inc. ("179 Ontario") (collectively with the CBRE Caledon Purchasers, the "Purchasers"), and Pattern Energy, pursuant to which the Purchasers collectively agreed to purchase an aggregate of 10,400,000 series A perpetual preferred shares of Pattern Energy (the "Purchased Shares"), for aggregate gross proceeds of US$256,100,000 or US$24.6251 per series A perpetual preferred share (each a "Preferred Share"), by way of a private placement. The CBRE Caledon Purchasers acquired 8,000,000 Preferred Shares, the CAAT Pension Plan Purchaser acquired 2,000,000 Preferred Shares, and 179 Ontario acquired 400,000 Preferred Shares in the Transaction.
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The Preferred Shares were created and issued in connection with the Transaction. Accordingly, none of the Purchasers owned or controlled any Preferred Shares prior to the Transaction. Immediately following the closing of the Transaction, the Purchasers collectively owned 100% of the issued and outstanding Preferred Shares, with the CBRE Caledon Purchasers holding approximately 76.92% of the issued and outstanding Preferred Shares, the CAAT Pension Plan Purchaser holding approximately 19.23% of the issued and outstanding Preferred Shares, and 179 Ontario holding approximately 3.85% of the issued and outstanding Preferred Shares. The CAAT Pension Plan Purchaser and 179 Ontario are joint actors with CBRE Caledon and the CBRE Caledon Purchasers in the Transaction. CBRE Caledon acquired ownership and control over the Preferred Shares that were acquired by the CBRE Caledon Purchasers. The CAAT Pension Plan Purchaser and 179 Ontario each acquired ownership and control over the Preferred Shares that they respectively acquired.
The Purchasers acquired the Purchased Shares for investment purposes. In certain circumstances and subject to certain conditions, as provided for in the Purchase Agreement and the certificate of designations of rights and preferences of the Preferred Shares, the Purchased Shares may be converted into class A common shares of Pattern Energy (the "Conversion Shares"). Other than the receipt by the Purchasers of the Conversion Shares, the Purchasers have no current plan or future intentions which relate to, or would result in, acquiring additional securities of Pattern Energy, disposing of securities of Pattern Energy, or any of the other actions enumerated above. Depending on market conditions, the Purchasers' views of Pattern Energy's prospects and other factors considered relevant by the Purchasers, some or all of the Purchasers may acquire additional securities of Pattern Energy from time to time in the future, in the open market or pursuant to privately negotiated transactions or may sell all or a portion of its securities of Pattern Energy.
The information in this news release is being issued under the early warning reporting provisions of applicable securities laws. An early warning report with additional information in respect of the foregoing matters has been filed and made available under the SEDAR profile of Pattern Energy at www.sedar.com. To obtain a copy of the early warning report, you may also contact Robert Shaw, Vice President, Legal of CBRE Caledon at 416-861-2291. CBRE Caledon's address is 141 Adelaide Street West, Suite 1500, Toronto, Ontario, M5H 3L5; the CAAT Pension Plan Purchaser's address is 250 Yonge Street, Suite 2900, P.O. Box 40, Toronto Ontario, M5B 2L7; and Pattern Energy's head office is located at 1088 Sansome Street San Francisco, California, 94111.
About CBRE Caledon
CBRE Caledon is a leading infrastructure and private equity solutions provider. We create long-term value for clients by accessing and managing high-quality investment opportunities and building comprehensive infrastructure and private equity portfolios. Today, our dedicated team of 50 professionals represents over $9.8 billion on behalf of institutional investors globally. CBRE Caledon is a separate business unit within CBRE's independently operated investment management subsidiary, CBRE Global Investors. For more information about CBRE Caledon, please visit www.cbrecaledon.com.
About CBRE Global Investors
CBRE Global Investors is a global real asset investment management firm with $106.7 billion in assets under management* as of June 30, 2019.
CBRE Global Investors is an independently operated affiliate of CBRE Group, Inc. (NYSE:CBRE). It harnesses the research, investment sourcing and other resources of the world's premier, full-service commercial real estate services and investment company for the benefit of its investors. CBRE Group, Inc. has more than 90,000 employees in more than 480 offices (excluding affiliates) worldwide. For more information about CBRE Global Investors, please visit www.cbreglobalinvestors.com.
*Assets under management (AUM) refers to the fair market value of real asset-related investments with respect to which CBRE Global Investors provides, on a global basis, oversight, investment management services and other advice and which generally consist of investments in real assets; equity in funds and joint ventures; securities portfolios; operating companies and real asset-related loans. This AUM is intended principally to reflect the extent of CBRE Global Investors' presence in the global real asset market, and its calculation of AUM may differ from the calculations of other asset managers.
About Pattern Energy
Pattern Energy is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects, including one project it has agreed to acquire, with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. Pattern Energy's wind and solar power facilities generate stable long-term cash flows in attractive markets and provide a solid foundation for the continued growth of the business. For more information, visit www.patternenergy.com.
About the CAAT Pension Plan
Established in 1967, the CAAT Pension Plan is an independent, jointly governed, multi-employer defined benefit pension plan. Originally established for the 24 Ontario colleges, the CAAT Pension Plan has grown to include 34 other participating employers from the private, non-profit and broader public sectors from across Canada. As of January 1, 2019, the CAAT Pension Plan had $10.8 billion in assets and was 120% funded on a going-concern basis. The CAAT Pension Plan has a 10-year annual net rate of return of 9.9%.
SOURCE CBRE Caledon Capital Management Inc.
For CBRE Global Investors: Pam Barnett, [email protected], +1 213 683 4368
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