Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, each share of Class A common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than shares of Company Common Stock held by Parent or Merger Sub, shares of Company Common Stock owned by the Company (including shares held in treasury) and shares of Company Common Stock owned by stockholders who have properly made and not withdrawn or lost a demand for appraisal rights under Delaware law (collectively, "Excluded Shares")) were converted into the right to receive $26.75 in cash, without interest and subject to applicable withholding taxes ("Merger Consideration").

Pursuant to the Merger Agreement, except as provided in the following sentence, (i) each outstanding Company restricted share with vesting conditioned on the passage of time vested and all restrictions thereon lapsed in full as of immediately before the Effective Time, and each such Company restricted share was canceled and converted into the right to receive the Merger Consideration, (ii) each outstanding Company performance share vested based on the maximum level of performance and all restrictions thereon lapsed in full as of immediately before the Effective Time, and each such Company performance share was canceled and converted into the right to receive the Merger Consideration, (iii) each outstanding Company restricted stock unit vested and all restrictions thereon lapsed in full as of immediately before the Effective Time and each such Company restricted stock unit was canceled and converted into the right to receive an amount in cash, without interest, equal in value to the product of (x) the Merger Consideration multiplied by (y) the aggregate number of shares of Company Common Stock subject to such Company restricted stock unit award immediately before the Effective Time and (iv) each outstanding Company stock option was canceled and converted at the Effective Time into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of the Merger Consideration over the per share exercise price of the applicable Company stock option multiplied by (y) the aggregate number of shares of Company Common Stock subject to such Company stock option immediately before the Effective Time; provided that any Company stock options with a per share exercise price that is equal to or greater than the Merger Consideration were canceled for no consideration. Notwithstanding the foregoing, and pursuant to the Merger Agreement, Company restricted shares and Company performance shares held by certain members of management were converted into restricted shares of the surviving company with the same terms and conditions, except the Company performance shares were deemed satisfied at the maximum level of performance.

The foregoing description of the Merger and the Merger Agreement, and the related transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 4, 2019 and incorporated herein by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

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In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market ("NASDAQ") and the Toronto Stock Exchange (the "TSX") on the Closing Date that the certificate of merger has been filed with the State of Delaware and that, at the Effective Time, each share of Company Common Stock (other than the Excluded Shares) was converted into the right to receive Merger Consideration. In addition, NASDAQ halted trading of the Company Common Stock prior to the opening of NASDAQ on the Closing Date. The Company requested NASDAQ to file with the SEC a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Company Common Stock from NASDAQ and the deregistration of the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company Common Stock is also expected to be de-listed from the TSX shortly following the Closing Date.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introduction and under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a stockholder of the Company (other than the right of the holders of Company Common Stock (excluding the Excluded Shares) to receive the Merger Consideration in accordance with the Merger Agreement).

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introduction and under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly-owned subsidiary of Parent.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), each of Alan Batkin, Lord John Browne of Madingley, Michael Garland, Richard Goodman, Douglas Hall, Patricia Newson, and Mona Sutphen resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective immediately following the Effective Time. In accordance with the terms of the Merger Agreement, immediately following the Effective Time, Michael Garland, Bruce Hogg and Michael Hill, as the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


           Year.

At the Effective Time, (i) the Company's Amended and Restated Certificate of Incorporation was amended and restated in its entirety and (ii) the Bylaws of Merger Sub became the Second Amended and Restated Bylaws of the Company, each in accordance with the terms of the Merger Agreement.

Copies of the Second Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated herein by reference.

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Item 8.01. Other Events.

On March 16, 2020, the Company and CPPIB issued a joint press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Exhibits.


d. Exhibits

 Exhibit
 Number                                      Description

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

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

    3.2            Second Amended and Restated Bylaws of Pattern Energy Group Inc.

   99.1            Press release issued by Pattern Energy Group Inc. and CPPIB, dated
                 March 16, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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