Pattern Energy DEFM14AProxy related to merger

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:

PATTERN ENERGY GROUP INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

February 4, 2020

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Pattern Energy Group Inc. (“Pattern” or the “Company” or “we,” “us,” or “our”) to be held on Tuesday, March 10, 2020, at 8:00 a.m., Pacific Time, at the corporate office of Pattern at 1088 Sansome Street, San Francisco, California 94111.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of November 3, 2019, among Pattern, Pacific US Inc., a Delaware corporation (“Parent”) that is indirectly wholly owned by Canada Pension Plan Investment Board (“CPPIB”), and Pacific BidCo US Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, if the merger is completed, Merger Sub will merge with and into Pattern (the “Merger”), and Pattern will continue as the surviving corporation and as a subsidiary of Parent.

The Merger Agreement will be adopted only with the affirmative vote of the holders of a majority of the outstanding shares of our Class A common stock and Series A perpetual preferred stock entitled to vote thereon, voting together as a single class. In addition, under applicable Canadian securities laws, the Merger is also required to be approved by a majority of votes cast by holders of our Class A common stock, other than those holders required to be excluded from such vote under such laws. If our stockholders adopt the Merger Agreement and approve the Merger, and the Merger is completed, each share of our Class A common stock will be converted into the right to receive $26.75 in cash, without interest and less any applicable withholding taxes (unless you have properly demanded your statutory rights of appraisal with respect to the Merger), which represents a premium of approximately 14.8% relative to the unaffected closing price for shares of our Class A common stock on the Nasdaq on August 9, 2019 (the last trading day prior to the publication of market rumors regarding a potential acquisition of the Company) and a premium of approximately 15.1% over the30-day volume weighted average price on the Nasdaq prior to that date. If the Merger is completed, each share of our Series A perpetual preferred stock, par value $0.01 per share, shall remain outstanding.

Our board of directors (our “Board”) approved the Merger Agreement, the Merger and the other transactions contemplated thereby following the recommendation of a special committee of our Board (the “Special Committee”) consisting solely of independent and disinterested directors, to which our Board had delegated exclusive authority to consider and negotiate the Merger Agreement and the transactions contemplated thereby. Accordingly, our Board has approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and recommends that you vote:

The enclosed proxy statement provides detailed information about the special meeting, the Merger Agreement, the Merger and the other proposals to be voted on at the special meeting. A copy of the Merger

Agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement carefully in its entirety.

Your vote is very important, regardless of the number of shares you own. The proposal to adopt the Merger Agreement must be approved at the special meeting by the holders of a majority of the shares of our Class A common stock and our Series A perpetual preferred stock entitled to vote thereon, voting together as a single class. In addition, under applicable Canadian securities laws, the Merger is also required to be approved by a majority of votes cast by holders of our Class A common stock, other than those holders required to be excluded from such vote under such laws. Only stockholders who owned shares of our Class A common stock and our Series A perpetual preferred stock as of the close of business on January 31, 2020, the record date for the special meeting, will be entitled to vote at the special meeting.

To vote your shares, you may submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card, return your proxy card by mail using the postage prepaid envelope provided, or attend the special meeting and vote in person. If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a legal proxy, executed in your favor, from that record holder in order to vote at the special meeting. Even if you plan to attend the special meeting, we urge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card by mail in the postage paid envelope provided.

If you are a record holder of Pattern shares and fail to submit your proxy via Internet or telephone, return your proxy card by mail or attend the special meeting and vote in person, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement and approval of the Merger. If you are a beneficial owner of Pattern shares and fail to give voting instructions to your brokerage firm, bank, trust or other nominee or you fail to obtain a legal proxy, executed in your favor, from that record holder and vote in person at the special meeting, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement and approval of the Merger.

Even if you have voted by proxy, you may still vote in person if you attend the special meeting. Please note, however, that if your shares are held in the name of your brokerage firm, bank, trust or other nominee and you wish to vote in person at the special meeting, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a legal proxy issued in your name from that record holder.

Thank you for your continued support of Pattern.

Sincerely,

Michael M. Garland

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state or other securities regulatory agency has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the Merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated February 4, 2020 and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about February 5, 2020.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

Pattern Energy Group Inc., a Delaware corporation (“Pattern” or the “Company” or “we,” “us,” or “our”), will hold a special meeting of stockholders at the corporate office of Pattern at 1088 Sansome Street, San Francisco, California 94111, at 8:00 a.m., Pacific Time, on Tuesday, March 10, 2020 to consider and vote upon the following proposals:

Only record holders of our Class A common stock and our Series A perpetual preferred stock at the close of business on January 31, 2020 are entitled to receive notice of, and will be entitled to vote at, the special meeting, including any adjournments or postponements of the special meeting. Your vote is important, regardless of the number of shares of Class A common stock or Series A perpetual preferred stock you own.

The votes required to approve each proposal are as follows:

If a quorum is not present in person or represented by proxy at the special meeting, it is expected that our Board will recommend adjournment of the special meeting to solicit additional proxies if permitted by the Merger Agreement. If there is not a quorum of stockholders at the special meeting and the vote with respect to the adjournment proposal fails, our Board may set a new record date and meeting date for a special meeting to consider the Merger Agreement, compensation proposal and adjournment proposal, in accordance with the Merger Agreement.

If the Merger is completed, our stockholders who (1) submit a written demand for an appraisal of their shares of Company Common Stock prior to the stockholder vote on the adoption of the Merger Agreement and approval of the Merger, (2) do not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement and approval of the Merger, (3) continue to hold their shares of Company Common Stock through the Effective Time, (4) do not thereafter withdraw their demand for appraisal of their shares or otherwise lose their appraisal rights, in each case in accordance with the Delaware General Corporation Law (the “DGCL”) and (5) otherwise meet the criteria and follow the procedures set forth in Section 262 of the DGCL, will have the right to have such shares appraised by the Delaware Court of Chancery and to receive payment of the fair value of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, as determined by the court. For a more detailed discussion of your appraisal rights, see the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Appraisal Rights” beginning on page 89 of this proxy statement and Annex B to this proxy statement.

You are cordially invited to attend the special meeting in person. Whether or not you expect to attend the special meeting, please submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on your proxy card or return your proxy card by mail using the postage prepaid envelope provided as promptly as possible in order to ensure your representation at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the special meeting. Please note, however, that if your shares are held in the name of your brokerage firm, bank, trust or other nominee and you wish to vote in person at the special meeting, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a legal proxy issued in your name from that record holder.

If you sign, date and return your proxy card by mail or submit a proxy via the Internet or by telephone without indicating how you wish to vote, your proxy will be voted “FOR” the proposal to adopt the Merger Agreement and approve the Merger, “FOR” the compensation proposal and “FOR” the adjournment proposal. If you do attend the special meeting and wish to vote in person, you may revoke your proxy and vote in person. You may revoke your proxy in the manner described in the enclosed proxy statement at any time before the polls are closed at the special meeting.

Our Board recommends that you vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger, “FOR” the compensation proposal and “FOR” the adjournment proposal.

The Merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the Merger Agreement is attached as Annex A to the proxy statement. If you have any questions or need assistance in voting your shares of Company Common Stock or Company Preferred Stock, please contact our proxy solicitor, Innisfree M&A Incorporated, via telephone toll-free at1-888-750-5834 (for shareholders) or collect at1-212-750-5833 (for bankers and brokers).

By Order of the Board of Directors,

Michael M. Garland

Chief Executive Officer

San Francisco, California

February 4, 2020

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YOUR VOTE IS IMPORTANT

Your vote is very important, regardless of the number of shares you own. The proposal to adopt the Merger Agreement must be approved at the special meeting by the holders of a majority of the shares of Company Common Stock and Company Preferred Stock, voting together as a single class, in each case outstanding and entitled to vote thereon. In addition, under applicable Canadian securities laws, the Merger is also required to be approved by a majority of votes cast by holders of Company Common Stock, other than those holders required to be excluded from such vote under such laws. To vote your shares, you can submit a proxy via the Internet or by telephone, as specified in the Internet and telephone voting instructions on the proxy card, return your proxy card by mail using the postage prepaid return envelope provided, or attend the special meeting and vote in person. We urge you to promptly submit a proxy for your shares via the Internet or by telephone or by completing, signing, dating and returning the enclosed proxy card by mail in the postage paid envelope provided.

If you are a record holder of Pattern shares and fail to submit your proxy via Internet or telephone, return your proxy card by mail or attend the special meeting and vote in person, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement and approval of the Merger. If you are a beneficial owner of Pattern shares and fail to give voting instructions to your brokerage firm, bank, trust or other nominee or you fail to obtain a legal proxy, executed in your favor, from that record holder and vote in person at the special meeting, then your shares will not be counted for determining whether a quorum is present at the special meeting and your decision not to respond will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement and approval of the Merger.

If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a legal proxy, executed in your favor, from that record holder in order to vote at the special meeting.

REFERENCES FOR ADDITIONAL INFORMATION

If you have any questions about this proxy statement, the special meeting, the Merger or need assistance with voting procedures, you should contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders (Toll-Free):1-888-750-5834

Banks and Brokers (Collect):1-212-750-5833

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PATTERN ENERGY GROUP INC.

PROXY STATEMENT

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

Except as otherwise specifically noted in this proxy statement, “Pattern,” the “Company,” “we,” “our,” “us” and similar words in this proxy statement refer to Pattern Energy Group Inc. In addition, throughout this proxy statement, we refer to Pacific US Inc. as “Parent” and Pacific BidCo US Inc. as “Merger Sub.” Parent and Merger Sub are indirectly wholly owned by Canada Pension Plan Investment Board, which we refer to as “CPPIB.” We refer to our shares of Class A common stock, par value $0.01 per share, as the “Company Common Stock” and our shares of the Series A perpetual preferred stock, par value $0.01 per share, as the “Company Preferred Stock.”

The following questions and answers about the special meeting and the Merger (this “Q&A”) is intended to address some commonly asked questions about the special meeting of stockholders and the merger of Merger Sub with and into Pattern (the “Merger”). This Q&A may not address all questions that may be important to you as a Pattern stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.

General

You are being solicited to vote in favor of the proposals (1) to adopt the Merger Agreement and approve the Merger, (2) to approve, on anon-binding advisory basis, the compensation that may be paid or become payable to our named executive officers named in our proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2019 (the “named executive officers”) that is based on or otherwise relates to the Merger (the “compensation proposal”) and (3) to approve the adjournment of the special meeting to a later date or dates, if our board of directors (“Board”) determines that it is necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement and approve the Merger, in each case, at the time of the then-scheduled special meeting, or to give our stockholders additional time to evaluate new material information or disclosure (the “adjournment proposal”).

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For a more detailed summary of the material U.S. federal income tax consequences of the Merger, see the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 96 of this proxy statement.

If you are a Canadian Holder (as defined in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Material Canadian Federal Income Tax Consequences of the Merger” beginning on page 99 of this proxy statement), you will generally be subject to Canadian federal income tax on the taxable portion of any such capital gain. If you are aNon-Canadian Holder (as defined in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Material Canadian Federal Income Tax Consequences of the Merger” beginning on page 99 of this proxy statement), you should generally not be subject to Canadian federal income tax on any such capital gain provided that the shares are not “taxable Canadian property” within the meaning of the Tax Act.

The foregoing is qualified in its entirety by the discussion in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Material Canadian Federal Income Tax Consequences

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of the Merger” beginning on page 99 of this proxy statement, and is subject to all of the limitations and qualifications therein.

A copy of the full text of Section 262 of the DGCL is included as Annex B to this proxy statement. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

The Special Meeting

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Our Board recommends that you vote:

See the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Recommendation of Our Board and Reasons for the Merger” beginning on page 54 of this proxy statement. Our stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. In addition, our stockholders are directed to the Merger Agreement, which is attached as Annex A to this proxy statement.

Stockholders of record as of the close of business on the record date of the special meeting and their duly appointed proxy holders may attend the meeting. Beneficial owners of shares held in “street name” who wish to attend the meeting should bring a copy of an account statement or other proof of ownership of our stock as of the close of business on the record date and will only be able to vote at the special meeting if they have a “legal proxy,” executed in their favor, from their brokerage firm, bank, trust or other nominee of the stockholder of record of their shares, giving them the right to vote the shares at the special meeting. All attendees will be required to provide a government-issued, current form of photo identification (such as a driver’s license or passport).

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.

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If you are a record holder of Pattern shares and you abstain from voting or fail to cast your vote, in person or by proxy, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.If you are a beneficial owner of Pattern shares and you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee,it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.

Advisory approval of the compensation proposal requires a majority of the votes cast by holders of Company Common Stock and Company Preferred Stock, voting together as a single class.

Abstentions will not be treated as “votes cast” for purposes of determining the approval of the compensation proposal. If you are a record holder of Pattern shares and you abstain from voting or fail to cast your vote, in person or by proxy, it will have no effect on the vote for the compensation proposal, provided that a quorum is present in person or represented by proxy at the special meeting. If you are a beneficial owner of Pattern shares and you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the vote for the compensation proposal, provided that a quorum is present in person or represented by proxy at the special meeting.

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Abstentions will not be treated as “votes cast” for purposes of determining the approval of the adjournment proposal. If you are a record holder of Pattern shares and you abstain from voting or fail to cast your vote, in person or by proxy, it will have no effect on the vote for the adjournment proposal, even if a quorum is not present in person or represented by proxy at the special meeting. If you are a beneficial owner of Pattern shares and you abstain from voting, fail to cast your vote in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the vote for the adjournment proposal, even if a quorum is not present in person or represented by proxy at the special meeting.

As of the close of business on the record date, there were approximately 108,618,625 shares of Company Common Stock and Company Preferred Stock issued and outstanding, of which 98,218,625 (or 90.4%) were shares of Company Common Stock, held collectively by approximately 29 stockholders of record, and 10,400,000 (or 9.6%) were shares of Company Preferred Stock, held collectively by approximately 8 stockholders of record. Each stockholder is entitled to one vote per share of Company Common Stock and one vote per share of Company Preferred Stock at the special meeting on each of the proposals.

As a result, at least 10,400,000 (or 9.6%) of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, shall vote “FOR” each of the three proposals. For the purposes of the “majority of the minority vote” required pursuant to MI61-101, the Merger is required to be approved by a majority of votes cast by holders of Company Common Stock, other than those holders required to be excluded from such vote pursuant to Part 8 of MI61-101. Accordingly, the votes of Company Preferred Stock in respect of Proposal 1: Adoption of the Merger Agreement and Approval of the Merger will not be included for the purposes of calculating the “majority of the minority vote” under MI61-101.

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes and abstentions.

If you are a stockholder of record and you abstain from voting or fail to cast your vote, in person or by proxy,it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreementand approve the Merger but will have no effect on the compensation proposal (provided that a quorum is present) or the adjournment proposal (even if a quorum is not present). If you are a beneficial owner and you abstain from voting, fail to cast your vote in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger but will have no effect on the compensation proposal (provided that a quorum is present) or the adjournment proposal (even if a quorum is not present).

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If you are voting via the Internet or by telephone, your voting instructions must be received by the date and time indicated on the applicable proxy card(s).

Voting via the Internet, by telephone or by mailing in your proxy card will not prevent you from attending the special meeting in person. You are encouraged to submit a proxy via the Internet, by telephone or by mail even if you plan to attend the special meeting in person, to ensure that your shares of Company Common Stock or Company Preferred Stock are present in person or represented at the special meeting. If you return a properly signed and dated proxy card but do not mark the box showing how you wish to vote, your shares will be voted “FOR” the proposal to adopt the Merger Agreement and approve the Merger, “FOR” the compensation proposal and “FOR” the adjournment proposal.

If your shares are held through a brokerage firm, bank, trust or other nominee, you are considered the “beneficial owner” of shares of our stock held in “street name.” If you are a beneficial owner of shares of our stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or

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other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your brokerage firm, bank, trust or other nominee how to vote your shares by following their instructions for voting on the enclosed voting instruction form. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person by ballot at the special meeting unless you obtain a “legal proxy” from your brokerage firm, bank, trust or other nominee giving you the right to vote your shares at the special meeting.

In addition, because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, shares held in “street name” will not be combined for voting purposes with shares you hold of record. To be sure your shares are voted, you should instruct your brokerage firm, bank, trust or other nominee to vote your shares that you hold in “street name.” Shares held by a corporation or business entity must be voted by an authorized officer of the entity.

You should instruct your brokerage firm, bank, trust or other nominee how to vote your shares. Under the rules applicable to broker-dealers, your brokerage firm, bank, trust or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the special meeting. A brokernon-vote will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement and approval of the Merger, but will not have no effect on the vote for the compensation proposal (provided that a quorum is present) and the adjournment proposal (even if a quorum is not present).

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If you are a “street name” holder of our stock, you should contact your brokerage firm, bank, trust or other nominee to obtain instructions as to how to change or revoke your proxy.

In addition, if you sell your shares of Company Common Stock prior to the special meeting or prior to the Effective Time, you will not be eligible to exercise your appraisal rights in respect of the Merger. For a

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more detailed discussion of your appraisal rights and the requirements for properly demanding your appraisal rights, see the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Appraisal Rights” beginning on page 89 of this proxy statement and Annex B to this proxy statement.

As of the close of business on the record date, an aggregate of 1,210,049 votes will be required to be excluded pursuant to Part 8 of MI61-101. See “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Canadian Securities Law Matters—Excluded Votes” beginning on page 81 of this proxy statement for more information.

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A separate copy of these proxy materials will be promptly delivered upon request by contacting our Investor Relations Department by (1) mail at Pattern Energy Group Inc., Attention: Investor Relations, 1088 Sansome Street, San Francisco, California 94111, (2) telephone at416-526-1563, or(3) e-mail at ir@patternenergy.com.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Shareholders (Toll-Free):1-888-750-5834

Banks and Brokers (Collect):1-212-750-5833

If your brokerage firm, bank, trust or other nominee holds your shares in “street name,” you should also call your brokerage firm, bank, trust or other nominee for additional information.

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FORWARD-LOOKING INFORMATION

This proxy statement contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and “forward-looking information” within the meaning of Canadian securities laws. Such statements include statements concerning anticipated future events, projections and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation:

We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

All information contained in this proxy statement concerning Parent and Merger Sub has been supplied by Parent and Merger Sub, as applicable, and has not been independently verified by us.

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PARTIES INVOLVED IN THE MERGER

Pattern Energy Group Inc.

1088 Sansome Street

San Francisco, CA 94111

Telephone: (415)283-3000

We are a vertically integrated renewable energy company with a mission to transition the world to renewable energy. Our business 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 Development, an upstream development platform. Through our operating business segment, we hold ownership interests in 28 renewable energy projects with a total operating portfolio capacity of approximately 4.4 GW in the United States, Canada and Japan. Projects in which we have an owned interest use proven,best-in-class technology and have generally contracted to sell all or a majority of their output pursuant to fixed-price PSAs. Approximately 90% of the electricity to be generated by our projects will be sold under our PSAs which have a weighted average remaining contract life of approximately 13 years as of September 30, 2019.

Pacific US Inc.

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Canada

Telephone: (416)868-4075

Parent is an entity indirectly wholly owned by CPPIB. CPPIB is a professional investment management organization that invests the funds not needed by CPP to pay current benefits in the best interests of 20 million contributors and beneficiaries. In order to build diversified portfolios of assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPPIB is governed and managed independently of CPP and at arm’s length from governments. At September 30, 2019, the CPP Fund totaled C$409.5 billion. Parent was formed on October 25, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Pacific BidCo US Inc.

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Canada

Telephone: (416)868-4075

Merger Sub, a Delaware corporation and a subsidiary of Parent, was formed on October 25, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into Pattern, and Merger Sub will cease to exist.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of our Board for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place

We will hold the special meeting on Tuesday, March 10, 2020, at 8:00 a.m., Pacific Time, at our corporate office at 1088 Sansome Street, San Francisco, California 94111. We intend to mail this proxy statement, the proxy card and the notice of special meeting on or about February 5, 2020 to all stockholders of record entitled to vote at the special meeting.

Purpose of the Special Meeting

At the special meeting of our stockholders, we will ask the holders of Company Common Stock and Company Preferred Stock to (1) adopt the Merger Agreement and approve the Merger; (2) approve, ona non-binding advisory basis, the compensation proposal; and (3) approve the adjournment proposal.

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Pattern, and Pattern will continue as the Surviving Corporation.

Record Date; Shares Entitled to Vote; Quorum

Only holders of record of our stock as of the close of business on January 31, 2020, the record date, are entitled to notice of, and to vote at, the special meeting.

As of the close of business on the record date, there were approximately 108,618,625 shares of Company Common Stock and Company Preferred Stock issued and outstanding, of which 98,218,625 (or 90.4%) were shares of Company Common Stock, held collectively by approximately 29 stockholders of record, and 10,400,000 (or 9.6%) were shares of Company Preferred Stock, held collectively by approximately eight stockholders of record. Each stockholder is entitled to one vote per share of Company Common Stock and one vote per share of Company Preferred Stock at the special meeting on each of the proposals.

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, entitled to vote at the special meeting shall constitute a quorum. Votes cast at the special meeting, by proxy or in person, will be tabulated by the inspector of elections appointed for the special meeting. If shares are present at the special meeting in person or by proxy, but are not voted, those shares will count toward determining whether or not a quorum is present for the conduct of business at the special meeting, as will all shares voted “FOR,” “AGAINST” or “ABSTAIN” on a proposal.

In the event that a quorum is not present in person or represented by proxy at the special meeting, it is expected that our Board will recommend adjournment of the special meeting to solicit additional proxies if permitted by the Merger Agreement. If there is not a quorum of stockholders at the special meeting and the vote with respect to the adjournment proposal fails, our Board, if permitted by the Merger Agreement, may set a new record date and meeting date for a special meeting to consider the Merger Agreement, compensation proposal and adjournment proposal.

Vote Required

The votes required to approve each proposal are as follows:

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Voting by Holders of Company Preferred Stock

Pursuant to the Company Preferred Stock Purchase Agreement, the holders of Company Preferred Stock and Pattern have agreed that the holders of Company Preferred Stock shall vote their 10,400,000 shares of Company Preferred Stock in a manner consistent with the recommendations of the Board, provided that the special meeting takes place on or before May 10, 2021. Additionally, the voting rights of the shares of Company Preferred Stock shall not exceed 9.9% of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class. As a result, at least 10,400,000 (or 9.6%) of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, shall vote “FOR” each of the three proposals. For the purposes of the “majority of the minority vote” required pursuant to MI61-101, the Merger is required to be approved by a majority of votes cast by holders of Company Common Stock, other than those holders required to be excluded from such vote pursuant to Part 8 of MI61-101. Accordingly, the votes of Company Preferred Stock in respect of Proposal 1 will not be included for the purposes of calculating the “majority of the minority vote” underMI 61-101.

Voting by Our Directors and Executive Officers

As of the close of business on the record date of the special meeting, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote, in the aggregate, 1,260,921 shares of Company Common Stock and no shares of Company Preferred Stock, representing approximately 1.2% of the outstanding shares of Company Common Stock and Company Preferred Stock, together as a single class. Although they are not obligated to do so, our directors and executive officers have informed us of their intent to vote all of their shares of Company Common Stock:

Certain members of our management and our Board have interests in the Merger that are in addition to those of stockholders generally and may be different from, or in conflict with, your interests as our stockholder. See the sections captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement, “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement” beginning on page 74 of this proxy statement, “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Quantification of Potential Payments and Benefits to Our

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Named Executive Officers” beginning on page 77 of this proxy statement and “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Canadian Securities Law Matters” beginning on page 79 of this proxy statement for more information.

As of the close of business on the record date of the special meeting, our directors and executive officers and their respective affiliates beneficially owned and were entitled to vote, in the aggregate, 1,260,921 shares of Company Common Stock and no shares of Company Preferred Stock at the special meeting, or approximately 1.2% of the shares of Company Common Stock and Company Preferred Stock, together as a single class, in each case outstanding on such date. Although they are not obligated to do so, our directors and executive officers have informed us that they intend to vote all of their shares of Company Common Stock “FOR” the proposal to adopt the Merger Agreement and approve the Merger.

As of the close of business on the record date, an aggregate of 1,210,049 votes will be required to be excluded pursuant to Part 8 of MI61-101. See “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Canadian Securities Law Matters—Excluded Votes” beginning on page 81 of this proxy statement for more information.

Voting of Proxies

If your shares are registered in your name, you may cause your shares to be voted at the special meeting by returning a signed proxy card by mail or voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet or by telephone by following the instructions printed on the proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or by telephone.

If your shares are registered in your name and you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the special meeting. If your shares are registered in your name, you are encouraged to submit a proxy card even if you plan to attend the special meeting in person.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the proposal to adopt the Merger Agreement and approve the Merger, “FOR” the approval of the compensation proposal and “FOR” the approval of the adjournment proposal.

If your shares are held in “street name” through a brokerage firm, bank, trust or other nominee, you may provide voting instructions by completing and returning the voting form provided by your brokerage firm, bank, trust or other nominee or via the Internet or by telephone through your brokerage firm, bank, trust or other nominee, if such a service is provided. To provide voting instructions via the Internet or telephone, you should follow the instructions on the voting instruction form provided by your brokerage firm, bank, trust or other nominee. If you plan to attend the special meeting, you will need a legal proxy from your brokerage firm, bank, trust or other nominee in order to be given a ballot to vote the shares. If you do not return your brokerage firm, bank, trust or other nominee’s voting form, provide voting instructions via the Internet or by telephone through your brokerage firm, bank, trust or other nominee or attend the special meeting and vote in person with a legal proxy from your brokerage firm, bank, trust or other nominee, it will have the same effect as if you voted “AGAINST” the adoption of the Merger Agreement and approval of the Merger but will have no effect on the compensation proposal (provided a quorum is present) or the adjournment proposal (even if a quorum is not present).

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Revocability of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before the polls are closed at the special meeting. Proxies may be revoked as follows:

If you have sent a proxy directly to us, you may revoke it:

If you have instructed your brokerage firm, bank, trust or other nominee to vote your shares, you may revoke your proxy only by following the directions received from your brokerage firm, bank, trust or other nominee to change those instructions.

Your attendance at the special meeting does not alone automatically revoke your proxy. If you have instructed your brokerage firm, bank, trust or other nominee how to vote your shares, the above-described options for revoking your proxy do not apply. Instead, you must follow the directions provided by your brokerage firm, bank, trust or other nominee to change your vote.

Our Board’s Recommendations

Our Board approved the Merger Agreement, the Merger and the other transactions contemplated thereby following the recommendation of the Special Committee and determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of Pattern and its stockholders. Our Boardrecommends that our stockholders (1) vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger; (2) vote “FOR” the compensation proposal; and (3) vote “FOR” the adjournment proposal. See the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Recommendation of Our Board and Reasons for the Merger” beginning on page 54 of this proxy statement. Our stockholders should carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. In addition, our stockholders are directed to the Merger Agreement, which is attached as Annex A to this proxy statement.

Effect of Abstentions andBroker Non-Votes

The Merger Agreement must be approved by the affirmative vote of the holders of a majority of the shares of Company Common Stock and Company Preferred Stock, voting together as a single class, in each case outstanding and entitled to vote. In addition, under applicable Canadian securities laws, the Merger is also required to be approved by a majority of votes cast by holders of Company Common Stock, other than those holders required to be excluded from such vote under such laws. If you are a stockholder of record and you abstain from voting or fail to cast your vote, in person or by proxy,it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger. If you are a beneficial owner and you abstain from voting, fail to cast your vote in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and approve the Merger.

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Each of the compensation proposal and adjournment proposal must be approved by a majority of votes cast by holders of Company Common Stock and Company Preferred Stock, voting together as a single class,.

If you are a stockholder of record and you abstain from voting or fail to cast your vote, in person or by proxy, it will have no effect on the vote for the compensation proposal (provided that a quorum is present) and adjournment proposal (even if a quorum is not present). If you are a beneficial owner and you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the vote for the compensation proposal (provided that a quorum is present) and adjournment proposal (even if a quorum is not present).

If you are a beneficial owner of shares held in “street name” and do not provide your brokerage firm, bank, trust or other nominee with specific voting instructions, the brokerage firm, bank, trust or other nominee may generally vote on “routine” matters, but cannot vote on“non-routine” matters. The proposal to adopt the Merger Agreement and approve the Merger, the compensation proposal and the adjournment proposal are considered“non-routine” matters. If the brokerage firm, bank, trust or other nominee does not receive instructions from you on how to vote your shares on anon-routine matter, it will inform the inspector of elections that it does not have authority to vote on this matter with respect to your shares. This is referred to as a “brokernon-vote.”

You should instruct your brokerage firm, bank, trust or other nominee how to vote your shares. Under the rules applicable to broker-dealers, your brokerage firm, bank, trust or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the special meeting.A brokernon-vote will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement and approval of the Merger, but will have no effect on the vote for the compensation proposal (provided that a quorum is present) and the adjournment proposal (even if a quorum is not present).

Solicitation of Proxies

This proxy solicitation is being made by Pattern on behalf of our Board and will be paid for by us. Our directors, officers and employees may also solicit proxies by personal interview,mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. We have also retained Innisfree M&A Incorporated, a proxy solicitation firm, to assist in the solicitation of proxies for a fee of approximately $50,000 plus the reimbursementof out-of-pocket expenses incurred by it on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. You should not send your certificates of Company Common Stock with your proxy card. A letter of transmittal with instructions for the surrender of such stock certificates, if any, will be mailed to our stockholders as soon as practicable after completion of the Merger.

Stockholder List

A list of our stockholders entitled to vote at the special meeting will be available for examination by any of our stockholders at the special meeting. For 10 days prior to the special meeting, this stockholder list will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours at our corporate offices located at 1088 Sansome Street, San Francisco, California 94111.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as quickly as possible and expect the Merger to be completed by the second quarter of 2020. However, the Merger continues to be subject to various closing conditions, including our stockholder approval and, therefore, we cannot assure you that all conditions to the Merger will be satisfied or, if satisfied, the date by which they will be satisfied.

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Householding of Special Meeting Materials

The SEC’s proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing an address by delivering a single proxy statement to those stockholders, unless contrary instructions have been received. This procedure reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies. Certain brokerage firms, banks, trusts or other nominees may have instituted householding for beneficial owners of our stock held through such firms. If your family has multiple accounts holding our stock, you may have already received a householding notification from your brokerage firm, bank, trust or other nominee. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your brokerage firm, bank, trust or other nominee or our Investor Relations Department at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered upon request by contacting our Investor Relations Department by (1) mail at Pattern Energy Group Inc., Attention: Investor Relations, 1088 Sansome Street, San Francisco, California 94111, (2) telephone at416-526-1563, or(3) e-mail at ir@patternenegy.com.

Other Matters

At this time, we know of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting, your shares of Company Common Stock and Company Preferred Stock, voting together as a single class, will be voted in accordance with the discretion of the appointed proxy holders.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE MERGER

The following discussion describes material aspects of the Merger. While we believe that the following description covers the material terms of the Merger, the description may not contain all of the information that may be important to you. The discussion of the Merger in this proxy statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this proxy statement and incorporated by reference into this proxy statement. We encourage you to read carefully this entire proxy statement, including the Merger Agreement, for a more complete understanding of the Merger.

General

If the proposal to adopt the Merger Agreement and approve the Merger receives (a) the affirmative vote of the holders of a majority of the shares of Company Common Stock and Company Preferred Stock, voting together as a single class, in each case outstanding and entitled to vote thereon and (b) a majority of the votes cast by the holders of Company Common Stock, present in person or represented by proxy at the special meeting and entitled to vote, excluding those holders of Company Common Stock whose votes are required to be excluded pursuant to Part 8 of MI61-101, and, upon the terms and subject to the conditions of the Merger Agreement, the Merger is completed, Merger Sub will merge with and into Pattern, and Pattern will continue as the Surviving Corporation and as a subsidiary of Parent.

As a result of the Merger, Pattern will become a subsidiary of Parent, and shares of Company Common Stock will no longer be publicly traded and will be delisted from Nasdaq and the TSX. In addition, shares of Company Common Stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, each holder of shares of Company Common Stock will not own any shares of common stock of the Surviving Corporation and each holder of shares of Company Preferred Stock will hold preferred securities in the Surviving Corporation with the same rights and obligations as the Company Preferred Stock.

The Effective Time will occur upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (or at such later time as Pattern and Parent may agree and specify in the Certificate of Merger).

As a result of the Merger, each outstanding share of Company Common Stock (other than the Excluded Shares) will be converted into the right to receive the Merger Consideration. Each outstanding share of Company Preferred Stock will remain outstanding after the consummation of the Merger. The Merger, if consummated, would result in certain adjustments to the terms of the Company Preferred Stock, including an increase in dividend rate and certain adjustments to the contingent dividends. In addition, the treatment of our outstanding equity awards is described in the section captioned “The Merger Agreement—Merger Consideration—Outstanding Equity Awards” beginning on page 107 of this proxy statement.

After the Merger is completed, holders of Company Common Stock will have the right to receive the Merger Consideration, but will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive a payment for the “fair value” of their shares of Company Common Stock as determined pursuant to an appraisal proceeding before the Delaware Court of Chancery as contemplated by Delaware law, as described below under the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Appraisal Rights” beginning on page 89 of this proxy statement).

Background of the Merger

The following background summarizes the key meetings and events that led to the signing of the Merger Agreement.

During the time periods covered by this section, the members of our Board consisted of Alan R. Batkin, Patricia S. Bellinger (until her resignation from our Board on December 28, 2018), The Lord Browne of

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Madingley, Michael M. Garland, Richard A. Goodman (since his appointment to our Board on December 30, 2018), Douglas G. Hall, Michael B. Hoffman (until his resignation from our Board on August 6, 2018), Patricia M. Newson, and Mona K. Sutphen (since her appointment to our Board on December 30, 2018). The members of the Special Committee consisted of Messrs. Batkin, Hall, Goodman (since his appointment to the Special Committee on February 22, 2019), and Mses. Bellinger (until her resignation from our Board on December 28, 2018), Newson, and Sutphen (since her appointment to the Special Committee on February 22, 2019).

At the time of Pattern’s 2013 initial public offering, certain affiliates of Riverstone Holdings LLC held greater than 60.0% of the outstanding common stock interests in Pattern. On July 9, 2018, such affiliates of Riverstone Holdings LLC filed with the SEC an amendment to their Form 13D indicating that they owned less than 5.0% of the outstanding shares of Company Common Stock. As of October 2018, Riverstone Holdings LLC and its affiliates no longer held any shares of Company Common Stock. Since Pattern’s initial public offering, pursuant to a set of contractual arrangements, development companies formed and controlled by Riverstone, including Pattern Development, have been the primary source for Pattern to acquire operational projects. These contractual arrangements with Pattern Development also limit Pattern’s ability to merge with, or to transfer its interest in Pattern Development to, any third party without Pattern Development’s consent. Since its initial public offering, pursuant to a set of contractual arrangements, Pattern’s Chief Executive Officer and certain of its other senior officers have been, and are currently also, senior officers of, and hold equity interests in, these development companies, including Pattern Development. Pattern owns approximately 29% of the equity interests of Pattern Development and the remaining equity interests of Pattern Development are owned by Riverstone Pattern Energy Holdings II, L.P. (for purposes of the Background of the Merger section of the proxy statement, “Riverstone”), an affiliate of Riverstone Holdings LLC, and members of Pattern management.

As part of the ongoing evaluation of Pattern’s business, Pattern’s senior management and our Board periodically review Pattern’s performance, future growth prospects, access to capital and overall strategic direction and consider potential opportunities to strengthen its business and enhance stockholder value. These reviews have included consideration of a variety of strategic alternatives, including investments, acquisitions, dispositions, financial and strategic transactions and other business combination transactions with third parties, that could further Pattern’s strategic objectives and enhance its ability to increase stockholder value, and the potential benefits and risks of those alternatives in light of, among other things, the industry and regulatory environment in which Pattern operates and Pattern’s competitive position.

On June 5, 2018, our Board held its annual strategy session to discuss and evaluate Pattern’s business and strategic plan, including strategic opportunities and alternatives. The discussions addressed, among other topics, the performance of Pattern’s business, conditions in public equity markets at the time, Pattern’s ability to raise cost effective capital and potential strategies and options available to Pattern to improve key performance metrics and enhance stockholder value. Our Board recognized that, given the matters discussed above regarding Pattern’s relationship with Pattern Development and the potential conflicts of interest of certain members of its senior management, such issues would need to be considered in evaluating potential strategies and options. For information with respect to the interests of certain members of Pattern’s senior management, see the sections captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement, “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement” beginning on page 74 of this proxy statement, “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers” beginning on page 77 of this proxy statement and “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Canadian Securities Law Matters” beginning on page 79 of this proxy statement.

At the conclusion of the June 5, 2018 strategy session our Board decided to establish the Special Committee, composed solely of independent and disinterested directors, to engage in a review of Pattern’s strategic

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opportunities and alternatives with a view toward strengthening Pattern’s business and growth prospects and enhancing stockholder value. Our Board named Alan Batkin, Patricia Bellinger, Douglas Hall and Patricia Newson, each an independent and disinterested director, to serve as members of the Special Committee with Mr. Batkin to serve as Chairperson. Our Board delegated exclusive authority to the Special Committee to consider and negotiate a potential strategic transaction involving Pattern and, ultimately, to make a recommendation to our Board with regard to any such transaction. In establishing the Special Committee, our Board resolved that it would not recommend to Pattern’s stockholders or otherwise approve a strategic transaction involving Pattern without a prior favorable recommendation of such strategic transaction by the Special Committee. Thereafter, after interviewing multiple law firms, the Special Committee engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) as independent outside legal counsel to the Special Committee.

On July 13, 2018, the Special Committee met telephonically with representatives of Paul Weiss. The Special Committee discussed with Paul Weiss the role of the Special Committee and Paul Weiss reviewed the fiduciary duties applicable to the members of Special Committee in the context of a strategic review process. Members of the Special Committee also discussed the retention of an independent financial advisor, and Messrs. Batkin and Hall informed the Special Committee of recent meetings with potential financial advisors. The Special Committee determined to retain one financial advisor for the purposes of conducting the strategic review and to consider retaining a second financial advisor prior to, and in connection with, a potential strategic transaction. Following these discussions, the Special Committee agreed to engage Evercore as independent financial advisor to the Special Committee for the purposes of the strategic review process. The closing price on that day for a share of Company Common Stock was $17.09.

On August 2, 2018, the Special Committee met with Pattern management and representatives of Paul Weiss to discuss the process for assessing Pattern’s strategic opportunities, options and alternatives, as well as for approaching potential partners in a strategic transaction.

On August 6, 2018, Michael Hoffman resigned from our Board.

On October 29, 2018, representatives of Evercore met with the Special Committee and provided a historical market and financial performance overview of Pattern, an assessment of strategic alternatives with qualitative discussions of benefits and considerations, and valuation ranges for Pattern in different scenarios (including maintaining the status quo). At the meeting, Michael Garland, Chief Executive Officer of Pattern, also summarized the approaches he had received from representatives of a large alternative asset manager (referred to herein as “Party A”) which owns a substantial interest in a company in the alternative energy industry (referred to herein as “Company A”) and separately by a large private equity investment firm that also owns a company in the alternative energy business (referred to herein as “Party B”) with respect to a potential transaction involving Pattern. Paul Weiss outlined a number of process considerations to help the Special Committee in making informed decisions to maximize value for Pattern’s stockholders.

On October 30, 2018, the Special Committee met with Pattern management and representatives of Paul Weiss and Evercore. Following a discussion and evaluation of matters relating to Pattern’s ongoing review of its business and assessment of possible strategic opportunities, members of the Special Committee instructed Mr. Garland to contact senior executives at Party A and Party B to assess whether they would provide a preliminary written proposal for a strategic transaction involving Pattern based on a review of publicly available information.

During early November 2018, the Special Committee provided conduct guidelines to members of Pattern’s management and directors who were not members of the Special Committee with respect to the strategic review process, in order to help ensure that the Special Committee would be able to function independently and effectively execute its mandate. These guidelines included, among other things, a prohibition on members of Pattern management engaging with any potential parties to a strategic transaction without the express consent of

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the Special Committee and a prohibition on members of management discussing either the participation of, or compensation to be paid to, management by any potential transaction party or the inclusion of Pattern Development until the Special Committee had determined that it had sufficient visibility into the key terms of any such proposed transaction, including price. Thereafter, as authorized by the Special Committee, Mr. Garland and other members of Pattern management reached out to representatives of Party A and Party B.

On November 19, 2018, at a telephonic meeting of our Board, Mr. Garland provided an update to our Board with respect to developments relating to his discussions with representatives of Party A and Party B, as previously authorized by the Special Committee. Mr. Garland indicated that he had scheduled a meeting with representatives of Party A, as authorized by the Special Committee. Mr. Garland also indicated to our Board that, based on a meeting with a representative of Party B, Party B was not interested in pursuing a transaction with Pattern at that time.

On December 28, 2018, Ms. Bellinger resigned from her position on our Board.

On December 30, 2018, Mr. Goodman and Ms. Sutphen were appointed as independent directors of our Board.

On January 14 and January 15, 2019, members of Pattern management met with representatives of Party A to discuss a potential transaction involving Pattern, Party A and Company A. The discussions followed the parameters set forth in the guidelines circulated by the Special Committee in November 2018 and no material confidential information regarding Pattern was shared with representatives of Party A.

On January 16, 2019, our Board met telephonically with Pattern management. Mr. Garland informed our Board that, since the November 19, 2018 Board meeting, he and other members of Pattern management had, at the direction of representatives of the Special Committee, met with representatives of Party A and had engaged in initial discussions regarding a potential strategic transaction involving Pattern, Party A and Company A, but that no material confidential information regarding Pattern had been shared with Party A or Company A. Mr. Garland also indicated his desire to set up a meeting with representatives of a company operating in the alternative energy industry (referred to herein as “Party C”), which might logically be interested in a transaction with Pattern. Our Board instructed Pattern management to keep the Special Committee informed of any discussions and developments in connection with Pattern management’s outreach to Party C.

On January 25, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss and Evercore. Pattern management summarized recent meetings with Party A and members of the Special Committee reviewed and discussed a presentation prepared by Pattern management that summarized a strawman proposal developed by Pattern management, which involved a stock for stock combination of Pattern and Company A at anat-market exchange ratio (i.e., no premium). Pattern management was then excused from the meeting and the Special Committee met in executive session to further discuss and evaluate the strawman proposal and to consider next steps. The Special Committee asked its advisors to evaluate anat-market share exchange as a potential transaction.

On January 28, 2019, Mr. Garland met with representatives of Party C to discuss a potential transaction involving Party C and Pattern.

On February 7, 2019, Mr. Garland spoke with representatives of Party A and Company A about a potential transaction involving Pattern, Party A and Company A.

On February 15, 2019, at the direction of the Special Committee, Mr. Batkin, Mr. Garland and representatives of Evercore met with representatives of Party A to discuss a potential transaction involving Pattern, Party A and Company A. During those discussions, Party A proposed anat-marketall-stock merger of Pattern and Company A.

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On or about February 20, 2019, Mr. Garland spoke to representatives of Party C who indicated that Party C was unlikely to engage in a transaction with Pattern.

On February 21, 2019, representatives of Party A sent Pattern a preliminarynon-binding term sheet outlining high-level proposed terms for a potential transaction involving the acquisition by Company A of the outstanding shares of Company Common Stock in exchange for shares of Company A common stock at anat-market exchange ratio.

Also on February 21, 2019, the Special Committee met with Pattern management and representatives of Paul Weiss and Evercore. During the meeting, members of Pattern management indicated that they believed Party C was unlikely to engage in a transaction with Pattern and summarized other recent developments, including the receipt of the preliminarynon-binding term sheet from Party A and recent interest indicated by representatives of an entity controlled by a former member of our Board who later partnered with a private equity investment firm (collectively referred to herein as “Party D”) in evaluating an acquisition of Pattern. The Special Committee discussed the terms of Party A’s proposal, including the fact that Party A’s proposal did not provide for a premium to be paid to the holders of Company Common Stock. Pattern management was then excused from the meeting and the Special Committee met in executive session. After further discussion, the Special Committee directed its outside advisors to analyze the proposed transaction structure and terms, including with respect to issues relating to Pattern’s relationship with Pattern Development and the absence of any premium to be offered to holders of Company Common Stock and to prepare a response to be sent to Party A. The Special Committee authorized the initiation of mutual due diligence between Pattern and Company A, subject to the parties entering into an acceptable confidentiality agreement.

On February 22, 2019, our Board appointed Mr. Goodman and Ms. Sutphen to serve as members of the Special Committee.

On February 28, 2019, Pattern entered into a mutual confidentiality agreement with Party A (which also covered Company A), which included customary standstill provisions, in order to allow the parties to perform mutual due diligence based on confidential information.

On March 9, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss and Evercore. During the meeting, the Special Committee reviewed the terms of Party A’snon-binding term sheet, including Party A’s proposal for anat-market transaction. Messrs. Batkin and Garland updated the Special Committee regarding recent discussions with Party A. Based on Evercore’s advice, the Special Committee determined to seek a 15.0% premium to the trading price of Company Common Stock in a proposed transaction with Company A. Pattern management was then excused from the meeting and the Special Committee met in executive session. After further consideration of Party A’snon-binding term sheet, the Special Committee determined to deliver to Party A a revised indicative term sheet based on the Special Committee’s discussions. The Special Committee determined that Mr. Batkin would continue to coordinate, and have the option to be involved in, discussions with Party A and any other potential transaction parties and would continue to serve as the representative of the Special Committee with respect to Pattern’s discussions with respect to any potential strategic transaction.

On March 11, 2019, representatives of Pattern sent a revised indicative term sheet to Party A, reflecting a number of revised terms, including a proposal to structure the proposed transaction as an acquisition of Company A by Pattern at an exchange ratio to reflect an implied 15.0% premium to the trading price of Company Common Stock.

On March 12, 2019, Mr. Garland spoke with representatives of Party A and Company A about a potential transaction involving Pattern, Party A and Company A.

On March 20, 2019, as authorized by the Special Committee, Mr. Batkin, Pattern management and representatives of Evercore and Paul Weiss met with representatives of Party A to discuss the terms of a potential transaction involving Pattern and Company A.

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In late March through April 2019, Pattern management, representatives of the Special Committee and representatives of Party A conducted a mutual due diligence review with respect to a potential transaction involving Pattern and Company A.

In early April 2019, the members of the Special Committee determined to continue to engage Evercore with respect to evaluating proposals with respect to a potential transaction. The Special Committee also determined to retain Goldman Sachs & Co. LLC (“Goldman Sachs”) as a second financial advisor with respect to such evaluation.

On April 11, 2019, Party A, Pattern and an affiliate of Riverstone entered into a three-party side letter to the confidentiality agreement previously entered into between Party A and Pattern in order to facilitate Party A’s due diligence review of the business of Pattern Development. Pattern and such affiliate of Riverstone entered into a mutual confidentiality agreement with respect to the transaction proposed by Party A, which confidentiality agreement included customary standstill provisions.

On April 15, 2019, Mr. Garland met with Riverstone Representatives (as defined below) and CPPIB during which meeting representatives of CPPIB indicated that CPPIB was potentially interested in acquiring Pattern. Mr. Garland informed Mr. Batkin and the Special Committee of his meeting and the substance of these discussions.

On April 16, 2019, Mr. Batkin and members of Pattern management met with representatives of Party A and two representatives of Riverstone who are directors of Pattern Development (references to “Riverstone Representatives” herein refer to one or both of these directors acting in their capacity as unconflicted directors of Pattern Development) to discuss how Pattern Development would be affected by a transaction. The Riverstone Representatives indicated that Riverstone would be open to considering any proposals from Party A involving Pattern Development as well as Pattern. Party A indicated that it would be potentially interested in having the company that survived a combination of Pattern and Company A directly acquire Pattern Development.

Inmid-to-late April 2019, at the direction of the Special Committee, representatives of Paul Weiss met with Company A’s outside litigation counsel to discuss certain material outstanding litigation to which Company A was a party (the “Company A Litigation”), as part of Pattern’s due diligence evaluation of Party A’s proposal.

On May 2, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs. During the meeting, Messrs. Batkin and Garland provided an update on recent discussions with Party A and Riverstone, and Mr. Garland provided details of the ongoing due diligence process. Mr. Garland also informed the Special Committee of his recent meeting with Riverstone Representatives and CPPIB. Pattern management was then excused from the meeting and the Special Committee evaluated potential open issues that would need to be addressed in discussions with Party A, including matters related to Pattern Development’s contractual rights with respect to Pattern, the Company A Litigation and considerations with respect to engaging with CPPIB.

On May 8, 2019, representatives of Paul Weiss met telephonically with representatives of outside counsel to Party A to discuss various matters in connection with a potential transaction, including any potential impact on Pattern’s relationship with Riverstone and Pattern Development.

On May 13, 2019, Mr. Batkin met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to further discuss and evaluate a potential transaction between Pattern and Company A, including a discussion of several aspects of Party A’s proposal that involved risks to consummation of such a potential transaction.

On May 16, 2019, Mr. Batkin sent a memorandum to members of the Special Committee regarding CPPIB’s expression of interest in a potential transaction involving CPPIB, Pattern and Pattern Development. Mr. Batkin

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informed members of the Special Committee that, with the Special Committee’s authorization, Pattern Development and CPPIB planned to enter into a confidentiality agreement to allow for CPPIB to receive information regarding Pattern Development. Mr. Batkin requested and received authorization from the Special Committee for Pattern to negotiate a confidentiality agreement between Pattern and CPPIB so that CPPIB could review confidential Pattern information in connection with a potential transaction involving Pattern.

On May 24, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore, and Goldman Sachs. Mr. Garland updated the Special Committee on recent discussions with Party A. The Special Committee discussed and considered different approaches to negotiating with multiple parties simultaneously. Pattern management and the representatives of Evercore and Goldman Sachs were then excused from the meeting. The Special Committee reviewed the foregoing discussions and considered amending its formal engagement of Evercore and formally engaging Goldman Sachs. The Special Committee then adopted resolutions to amend its formal engagement letter with Evercore and to execute an engagement letter with Goldman Sachs with respect to evaluating a potential transaction.

On May 28, 2019, CPPIB and Pattern entered into a confidentiality agreement that included customary standstill provisions. CPPIB, Pattern and Riverstone entered into a side letter to the confidentiality agreement in order to facilitate the sharing of information regarding Pattern Development.

On May 29, 2019, at the direction of the Special Committee, Mr. Garland met with representatives of Party A and Riverstone to provide an overview of Pattern Development and its business plan to Party A and to answer questions.

Also on May 29, 2019, at the direction of the Special Committee, Mr. Garland met with representatives of CPPIB and Riverstone to provide an overview of Pattern Development and its business plan to CPPIB and to answer questions.

On May 30, 2019, Mr. Batkin met with Pattern management and representatives of Paul Weiss, Evercore and Party A to discuss key open issues identified by the Special Committee with respect to a combination of Pattern and Company A, including price and the need to insulate holders of Company Common Stock from the risks associated with the Company A Litigation.

On May 31, 2019, Pattern received a revised indicative term sheet from Party A, which included anon-binding proposal to combine Company A and Pattern, with the holders of Company Common Stock receiving shares of Company A stock at an exchange ratio to reflect an implied 15.0% premium to the trading price of Company Common Stock. The revised indicative term sheet proposed that the combined company would purchase Pattern Development at a price to be negotiated by Pattern and Riverstone with funds financed by the combined company selling shares to Party A.

On June 1, 2019, the Special Committee met telephonically with representatives of Paul Weiss to consider the revised indicative term sheet received from Party A and discussed next steps with respect to Party A’s recent proposal. The Special Committee also discussed CPPIB’s interest in a potential transaction.

On June 4, 2019, at the direction of the Special Committee, Paul Weiss sent a revised draft of Party A’s indicative term sheet to representatives of Party A, along with a request that Party A confirm that the 15.0% premium to the trading price of Company Common Stock proposed to be paid in connection with the potential transaction was not subject to continued due diligence. The revised term sheet also reflected certain structural changes designed to insulate the holders of Company Common Stock from potential liabilities associated with the Company A Litigation.

On June 5, 2019, representatives of Paul Weiss and Pattern management met telephonically with representatives of Party A and outside counsel to Party A to discuss open issues relating to the potential transaction, including the proposed premium to be paid and measures to insulate the holders of Company Common Stock from potential liabilities associated with the Company A Litigation.

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On June 7, 2019, representatives of Paul Weiss and outside counsel to Party A met telephonically to discuss developments relating to ongoing discussions between Pattern and Party A.

On June 12, 2019, the Special Committee met with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to discuss recent developments, including recent discussions with, and proposals by, Party A, as well as ongoing work by Evercore and Pattern management.

On June 14, 2019, Party D contacted Mr. Batkin to indicate its interest in making an offer to acquire Pattern. On the same day, Mr. Batkin discussed Party D’s approach with representatives of Paul Weiss, Evercore and Goldman Sachs and determined to discuss next steps with the Special Committee.

On June 18, 2019, the Special Committee met telephonically with members of Pattern management to discuss recent outreach from Party D and instructed Mr. Batkin to request that Party D submit an offer that included at least a double-digit premium to the trading price of Company Common Stock. Following the meeting, at the direction of the Special Committee, Mr. Batkin responded to Party D indicating that Pattern was not prepared to engage in discussions unless Party D offered at least a double-digit premium to the trading price of Company Common Stock.

On June 27, 2019, after consulting with its outside advisors, the Special Committee distributed additional instructions to members of Pattern management regarding next steps and guidelines relating to ongoing discussions with various parties. The instructions included an authorization and request for Pattern management to contact CPPIB and Party A to solicit written proposals regarding a potential transaction with Pattern, which proposals were to include each party’s explicit assumptions about the valuation of Pattern and any material conditions relating to a potential transaction involving Pattern. The Special Committee’s instructions reiterated that Pattern management was not authorized to have any discussions regarding Pattern management’s role or compensation arrangements in connection with any potential transaction without specific authorization from the Special Committee, except for limitednon-compensation related discussions regarding potential key personnel, operational integration or staffing in the event a transaction were to occur.

On June 28, 2019, representatives of CPPIB sent anon-binding proposal to members of our Board in which it offered to purchase the outstanding shares of Company Common Stock for $25.50 per share in cash, subject to completion of due diligence. CPPIB noted that the proposal was subject to an agreement being reached with respect to the acquisition of Pattern Development, but did not expressly indicate whether the acquisitions of Pattern and Pattern Development would be cross-conditioned.

On July 1, 2019, representatives of Pattern management, Evercore and Goldman Sachs discussed CPPIB’s June 28, 2019 proposal with representatives of CPPIB.

Also on July 1, 2019, Party A submitted anon-binding proposal for a combination of Pattern and Company A, with the holders of Company Common Stock receiving shares of Company A common stock, at an exchange ratio to reflect an implied 15.0% premium to the trading price of Company Common Stock. In its proposal, Party A indicated a willingness to provide holders of Company Common Stock with the option to receive cash consideration in lieu of shares in the combined company, subject to unspecified limitations. Party A indicated that the combined company would issue shares to Party A at an unspecified price to enable Party A to own at least 51% of the combined company after consummation of the proposed transaction, with Party A receiving the right to appoint five of nine members to the combined company’s board of directors. Party A proposed that the combined company would acquire all of the outstanding ownership interests of Pattern Development concurrently with the closing of the combination of Pattern and Company A, but did not expressly indicate whether such transactions would be cross-conditioned.

On July 8, 2019, Party D submitted anon-binding written proposal to Mr. Batkin that included anon-binding offer to acquire the outstanding shares of Company Common Stock for $25.00 per share in cash.

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Party D’s proposal was conditioned on Party D’s completion of a due diligence review of the business and operations of each of Pattern and Pattern Development but did not expressly indicate whether the acquisitions of Pattern and Pattern Development would be cross-conditioned.

On July 12, 2019, outside counsel to Party A sent Paul Weiss a draft Party A merger agreement. The draft Party A merger agreement provided that Party A, but not Pattern, would have a termination right in the event that a proposed acquisition of Pattern Development failed to close simultaneously or prior to the proposed merger with Pattern.

On July 15, 2019, Mr. Batkin met with representatives of CPPIB who reiterated CPPIB’s interest in pursuing a transaction involving Pattern and discussed potential next steps.

On July 16, 2019, representatives of Party D sent representatives of the Special Committee, Pattern management and Riverstone Representatives a proposal in which Party D offered to acquire the outstanding shares of Company Common Stock for $25.00 per share in cash. Party D’s proposal was conditioned on Party D’s completion of a due diligence review of the business and operations of each of Pattern and Pattern Development but did not expressly indicate whether the acquisitions of Pattern and Pattern Development would be cross-conditioned.

Also on July 16, 2019, Mr Batkin and representatives of Paul Weiss, Pattern management, Evercore and Party A met to discuss the terms of a potential transaction involving Pattern, Party A and Company A. The parties also discussed the pro forma business plan of the combined company that would result from a potential transaction between Pattern, Party A and Company A, including each party’s views on matters such as potential future acquisitions, financing and dividend policy.

Later on July 16, 2019, representatives of the Special Committee and representatives of Party A exchanged revised indicative term sheets relating to the governance of the pro forma combined company that would result from a transaction between Pattern, Party A and Company A based on the discussions that took place during the in-person meetings on July 16, 2019.

On July 17, 2019, at the direction of the Special Committee, members of Pattern management met with Riverstone Representatives and representatives of Party A.

Also on July 17, 2019, representatives of the Special Committee received a further revised indicative term sheet from representatives of Party A, based on the discussions that had taken place during the recent in-person meetings. Representatives of the Special Committee prepared and delivered a revised term sheet to representatives of Party A.

On July 18, 2019, at the direction of the Special Committee, representatives of Pattern management met with representatives of Party A.

On July 19, 2019, Party D and Pattern entered into a confidentiality agreement that included customary standstill provisions. On that same day, Party D, Pattern and an affiliate of Riverstone entered into a side letter to the confidentiality agreement, to facilitate the sharing of information regarding Pattern Development.

During the week of July 22, 2019, at the direction of the Special Committee, representatives of Pattern management, Paul Weiss and Evercore met with representatives of CPPIB to discuss the possibility of pursuing a transaction on the terms outlined in CPPIB’s June 28, 2019 indicative proposal.

On July 23, 2019, Pattern received a revised indicative proposal from Party A, offering to combine Company A and Pattern in anall-stock transaction at an exchange ratio to reflect an implied 15.0% premium to the trading price of Company Common Stock. Party A’s proposal contemplated that the combined entity would

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purchase Pattern Development in a transaction financed by the sale to Party A of shares in the combined company. Party A’s proposal also indicated that it would be willing to acquire Pattern without also acquiring Pattern Development at an exchange ratio to reflect an implied 20.0% premium to the trading price of Company Common Stock. Party A’s proposal indicated that, for either transaction, Party A would be willing to offer the holders of Company Common Stock up to $750 million of cash consideration to electing holders in lieu of shares in the combined company. Party A’s proposal indicated that, in the first alternative where Pattern Development was included in the potential transaction, the acquisition of Pattern Development would be conditioned upon a transaction between Pattern and Company A, but did not expressly indicate that the transaction between Pattern and Company A would be conditioned upon the acquisition of Pattern Development.

On July 31, 2019, the Special Committee met with Pattern management and representatives of Goldman Sachs to discuss preliminary financial analyses prepared by Evercore and Goldman Sachs with respect to the most recent proposals received from each of Party A, CPPIB and Party D as well as Pattern’s prospects and performance as a stand-alone company. Representatives of Goldman Sachs and the Special Committee reviewed and compared the potential benefits, risks and other considerations involved in engaging in any of the proposed strategic transactions or remaining as a stand-alone company. Matters discussed and evaluated by the Special Committee included the potential value that Pattern would receive from being associated with Party A and questions relating to Party A’s business plan for the combined company, as well as the complexity of Party A’s proposal as compared to the proposals from CPPIB and Party D and the certainty of value of CPPIB’s and Party D’sall-cash proposals relative to Party A’s proposedall-stock transaction with an option to include up to $750 million in cash. The Special Committee determined to continue to assess and evaluate the preliminary financial analyses prepared by Evercore and Goldman Sachs at the Special Committee meeting scheduled for the following day.

On August 1, 2019, the Special Committee met with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs. Representatives of Evercore and Goldman Sachs provided an overview of the most recent proposals received from each of Party A, CPPIB and Party D and discussed preliminary financial analyses comparing the recent proposals received from Party A, CPPIB and Party D, including a comparison to Pattern’s projected performance as a standalone company. The Special Committee discussed potential opportunities and risks related to each proposal, including the viability of Party A’s business plan for the combined company, and considered next steps. Pattern management was then excused from the meeting and the Special Committee met in executive session to review and continue its discussions and evaluation of Pattern’s options. The Special Committee determined that Evercore and Goldman Sachs should encourage each of Party A, CPPIB and Party D to improve their offers and to accelerate their work, including any discussions with Riverstone that would be necessary for such party to execute a transaction with Pattern.

Between August 1 and August 12, 2019, at the direction of the Special Committee, representatives of Evercore and Goldman Sachs contacted representatives of Party A, CPPIB and Party D to encourage each potential buyer to improve its previous proposal. During these conversations, representatives of CPPIB requested that Pattern grant CPPIB exclusivity. Representatives of Evercore and Goldman Sachs indicated to CPPIB that the Special Committee would consider CPPIB’s request for exclusivity only if CPPIB raised its offer price. CPPIB declined to raise its offer price.

On August 12, 2019, an article was published indicating that Pattern engaged in discussions relating to a potential strategic transaction including a possible sale of Pattern. The closing price on that day per share of Company Common Stock was $25.15, an increase of $1.85 per share (7.9%) from the closing price per share of Company Common Stock on August 9, 2019, which was the last full trading day prior to publication of the article.

On August 13, 2019, as requested by regulators in Canada, Pattern issued a press release in which it indicated that it had responded to inquiries from third parties, but that no definitive agreement had been reached with respect to a strategic transaction with any party and that there was no assurance that Pattern would agree to any strategic transaction.

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Later on August 13, 2019, Mr. Batkin met telephonically with Pattern management and representatives of Evercore, Goldman Sachs and Paul Weiss. During the meeting, Mr. Batkin and the Special Committee’s outside advisors discussed potential structuring options for a possible transaction involving Party A, Company A and Pattern, including a transaction that would not involve the acquisition of Pattern Development.

On August 16, 2019, Mr. Batkin met with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to provide a status update and to discuss potential next steps. During the meeting, representatives of Paul Weiss, Evercore and Goldman Sachs discussed certain structuring matters with respect to a transaction between Pattern and Company A and the implications for the combined company’s relationship with Pattern Development after the transaction closed. Mr. Garland reported that, since the August 12, 2019 article, Pattern had received indications of interest from potential buyers including Party B, a publicly listed energy company (referred to herein as “Party E”), a privately owned company involved in developing and operating alternative energy assets (referred to herein as “Party F”), a company operating in the alternative energy industry with a large private equity investor (referred to herein as “Party G”), a large private equity investment firm (referred to herein as “Party H”), a publicly listed manufacturer of wind turbines (“Party I”) and a Canadian alternative energy firm (referred to herein as “Party J”). Representatives of Evercore and Goldman Sachs discussed the possibility of engaging in discussions with each of these parties to potentially acquire or merge with Pattern. Representatives of Evercore and Goldman Sachs indicated that Party A, CPPIB and Party D had not revised their respective proposals. On behalf of the Special Committee, Mr. Batkin authorized Mr. Garland and the Special Committee’s financial advisors to contact the new inbound potential buyers.

Later on August 16, 2019, representatives of the Special Committee received a revisednon-binding letter proposal from CPPIB that included an offer to acquire the outstanding shares of Company Common Stock for between $26.25 and $26.50 in cash per share and to purchase the equity interests in Pattern Development not owned by Pattern from Riverstone, subject to completion of due diligence. The proposal did not expressly indicate whether the acquisitions of Pattern and Pattern Development would be cross-conditioned.

On August 19, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs. Pattern management provided the Special Committee with further updates on discussions with Party A, CPPIB, Party D as well as other newly interested parties who had approached Mr. Garland since the August 12, 2019 article. Representatives of Paul Weiss provided an overview of key terms included in a draft merger agreement Paul Weiss had prepared for a possible transaction between CPPIB and Pattern. The Special Committee discussed the CPPIB proposal and the other expressions of interest in Pattern and considered next steps, including delivering draft merger documentation to CPPIB. Pattern management was then excused from the meeting, and the Special Committee met in executive session to further discuss CPPIB’s proposal and evaluate Pattern’s next steps. After further discussion, the Special Committee instructed Paul Weiss to deliver a draft CPPIB merger agreement to CPPIB. The Special Committee also authorized Evercore and Goldman Sachs to request written proposals based on publicly available information from the other parties that had recently expressed interest in engaging in a transaction with Pattern. The Special Committee also discussed whether it would be appropriate to authorize Pattern management to begin discussions of arrangements relating to their compensation and post-transaction roles. After review and discussion, the Special Committee determined that, given CPPIB’s price and in order to advance a potential transaction with CPPIB, it would be appropriate to allow Pattern management to have discussions regarding such matters with CPPIB provided that representatives of financial advisors to the Special Committee were in attendance.

Over the course of the next two days, representatives of Evercore and Goldman Sachs reached out to Party A, CPPIB and Party D. Evercore also reached out to Party B, Party E, Party F, Party G, Party H and Party I – each of whom had approached Pattern after the August 12, 2019 article – to determine each party’s level of interest in a potential transaction with Pattern. Party B requested to pursue a transaction and move forward to negotiate a confidentiality agreement, while Party E, Party F, Party G, Party H, Party I and Party J decided not to pursue a transaction with Pattern.

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On August 20, 2019, at the direction of the Special Committee, representatives of Paul Weiss sent a draft CPPIB merger agreement to representatives of Shearman & Sterling LLP (“Shearman”), outside counsel to CPPIB. The draft CPPIB merger agreement provided that the closing of the proposed merger would not be conditioned upon the closing of an acquisition of Pattern Development.

Later on August 20, 2019, representatives of Evercore and Goldman Sachs spoke with representatives of CPPIB, who requested that Pattern grant CPPIB exclusivity. Mr. Batkin discussed CPPIB’s request for exclusivity with representatives of Paul Weiss, Evercore and Goldman Sachs and, given the Special Committee’s recent discussions and the number of parties interested in engaging in a potential transaction with Pattern, Mr. Batkin determined on behalf of the Special Committee not to grant exclusivity to CPPIB or any other party at that time.

On August 21, 2019, Pattern management and representatives of Evercore and Goldman Sachs met with representatives of CPPIB to discuss the status of CPPIB’s proposal. During this meeting, the parties had high-level discussions regarding arrangements relating to compensation and post-transaction roles for Pattern management.

On August 23, 2019, representatives of Paul Weiss spoke with representatives of Sullivan & Cromwell LLP (“S&C”), outside counsel to Riverstone. During the meeting, Paul Weiss and S&C discussed the status of various workstreams and issues relating to a potential transaction involving CPPIB, Pattern and Pattern Development. During the meeting, representatives of Paul Weiss reiterated the position that a transaction involving Pattern and CPPIB should not be cross-conditioned with any potential transaction involving Pattern Development.

On August 26, 2019, representatives of Party A sent representatives of the Special Committee a revisednon-binding proposal in which Party A offered to acquire Pattern in anall-stock transaction involving the combination of Pattern and Company A, with Pattern Development remaining a separate entity, which did not include a cash option. The proposal included an effective fixed exchange ratio of two shares of Company A common stock per share of Company Common Stock. The effective two for one exchange ratio was estimated, based on analysis by Evercore that was presented to the Special Committee on August 28, 2019, to reflect a range of premiums of between 1.4% and 28.8% to the unaffected closing price for a share of Company Common Stock on August 9, 2019 (the last full trading day prior to publication of the August 12, 2019 article), based on an expected range of trading prices for shares of the combined company’s common stock post-transaction and on certain other assumptions. These estimates did not take into account the potential impact of the Company A Litigation. The proposal also required that amendments be made to certain agreements governing the relationship between Party A and Company A in order to reconcile such relationship with the contractual relationship between Pattern and Pattern Development, which representatives of Party A acknowledged would also require concessions to be made by Pattern Development. Party A’s proposal provided that it would automatically expire if Party A was not granted exclusivity by August 30, 2019.

Also on August 26, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs. Mr. Batkin and representatives of Evercore and Goldman Sachs provided updates on recent contacts with the potential bidders. Pattern management was then excused from the meeting and the Special Committee met in executive session to review the various proposals made by interested parties, including the proposal received from Party A earlier in the day, and to discuss next steps.

On August 27, 2019, Pattern received anon-binding letter of interest from Party B indicating an interest in acquiring the outstanding shares of Company Common Stock for between $25.00 and $28.00 per share in cash, subject to confirmatory due diligence.

On August 28, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs. Representatives of Evercore and Goldman Sachs reviewed with the Special Committee various strategic and financial considerations relating to Party A’s latest proposal. Members of the Special Committee discussed matters relating to the anticipated dividend yield of the

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combined company, the exposure of Pattern stockholders to potential liabilities associated with the Company A Litigation and the range of potential prices that shares of the combined company might trade based on various assumptions. Members of the Special Committee also noted the uncertain value of theall-stock consideration offered by Party A as compared to theall-cash offers received from other bidders. The Special Committee also discussed next steps with respect to Party B, noting the risk of providing competitively sensitive information to a competitor. Pattern management was then excused from the meeting and the Special Committee met in executive session to review and discuss the Party A proposal and the other matters discussed at the meeting. The Special Committee determined that the Special Committee and its advisors needed to evaluate further the Party A proposal, given the complexity of executing the proposed transaction among Party A, Company A and Pattern, and that it would be premature to grant exclusivity to any party, considering the status of discussions with multiple interested parties. After discussion with representatives of Paul Weiss, the Special Committee determined it would be appropriate for members of Pattern management to obtain their own legal counsel with respect to the proposed potential transactions with CPPIB, including as it relates to Pattern management’s interest in Pattern Development, and to engage in further discussions with CPPIB relating to such interests and management arrangements. After further discussion, the Special Committee authorized Pattern to negotiate a confidentiality agreement with Party B to allow for the sharing of confidential Pattern information that was not competitively sensitive in nature if requested by Party B.

On August 29, 2019, at the direction of the Special Committee, representatives of Evercore and Goldman Sachs spoke to representatives of each of Party A, Party B, and Party D. Representatives of Evercore asked Party A to clarify its proposal with respect to Pattern Development and the combined company’s relationship with Pattern Development. Party B indicated a desire to execute anon-disclosure agreement in order to begin its due diligence. Representatives of Party D indicated that it would be willing to offer up to $26.50 in cash per share of Company Common Stock, subject to approval by its investment committee.

On August 30, 2019, Party A sent a revised proposal, indicating that Party A’s offer would expire unless Pattern granted exclusivity prior to the end of the day on September 4, 2019.

On September 1, 2019, Mr. Batkin met with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to discuss next steps with respect to Party A, CPPIB and Party D.

On September 2, 2019, representatives of Paul Weiss received a revised draft CPPIB merger agreement from representatives of Shearman. The draft CPPIB merger agreement removed thego-shop provision and proposed that Pattern’s damages would be capped in the event that the agreement was terminated for any reason to a reverse termination fee equal to 4.5% of Pattern’s equity value and provided that Pattern would reimburse CPPIB for certain expenses in the event that the agreement was terminated under certain conditions and limited the applicability of covenants to use reasonable best efforts to obtain regulatory approvals to Pattern and its subsidiaries. The draft CPPIB merger agreement did not condition the closing of the proposed merger on the closing of a transaction involving affiliates of CPPIB and Pattern Development.

Also on September 2, 2019, Mr. Batkin spoke with representatives of Party A to discuss and clarify Party A’s recent proposal and to discuss possible next steps. Issues identified and discussed included the value of Party A’s recent proposal, the possibility of adding downside protection for the holders of Company Common Stock in the form of a cash option or exchange ratio collar, the implications for Party A’s proposal if Riverstone was not supportive of the proposed transaction and Party A’s request for exclusivity.

Later on September 2, 2019, Mr. Batkin spoke with representatives of Paul Weiss, Evercore, Goldman Sachs and Pattern management to discuss the draft CPPIB merger agreement, the issues presented therein and the status of discussions with Party A.

On September 3, 2019, Mr. Batkin spoke with representatives of Party A to discuss further Party A’s recent proposal. During the conversation, Mr. Batkin indicated that Paul Weiss would send a revised draft Party A

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merger agreement to outside counsel to Party A and suggested that representatives of Party A arrange to meet with Pattern management and Riverstone Representatives in New York City to discuss issues and terms relating to Pattern Development in connection with Party A’s proposal.

Later on September 3, 2019, as authorized by the Special Committee, representatives of Paul Weiss sent a revised draft Party A merger agreement to representatives of outside counsel to Party A, which provided that the closing of the proposed transactions with Company A and Pattern would not be conditioned on closing of a transaction with Pattern Development.

On September 4, 2019, as authorized by the Special Committee, Mr. Garland met with the Riverstone Representatives and representatives of Party A and Company A to discuss matters relating to Pattern Development in connection with Party A’s August 26, 2019 proposal and to discuss certain modifications to the agreements governing the relationship between Pattern and Pattern Development, which Riverstone believed would be necessary in connection with a combination of Pattern and Company A. During the meeting, the Riverstone Representatives and representatives of Party A indicated that they would not be supportive of a combination of Pattern and Company A absent certain changes to the agreements governing the commercial relationship between Pattern and Pattern Development. Representatives of Party A indicated that Party A did not intend to proceed with a transaction that Riverstone did not support. Party A offered to consider proposed amendments to the agreements governing the relationship between Pattern and Pattern Development in order to proceed with a potential transaction.

Later on September 4, 2019, Mr. Garland updated Mr. Batkin and representatives of Paul Weiss, Evercore and Goldman Sachs on the meeting with the Riverstone Representatives and Party A. After further discussion, it was determined that Mr. Batkin should contact representatives of Party A for clarification on the status of Party A’s proposal and interest in Pattern and, separately, should contact the Riverstone Representatives to encourage Riverstone to provide proposed modifications to the agreements governing the commercial relationship between Pattern and Pattern Development. Subsequently, Mr. Batkin also received an email from a representative of Party A that its August 30, 2019non-binding offer letter had expired and that Party A planned to terminate discussions of a potential transaction involving Pattern unless and until it received acceptable proposals regarding Pattern’s relationship with Pattern Development. Mr. Batkin discussed and considered with the Special Committee’s outside advisors whether it would be appropriate to grant exclusivity to Party A at this time. Consistent with the prior directions of and discussions with the Special Committee, Mr. Batkin determined that granting exclusivity would not be prudent at that time.

On September 5, 2019, Party B and Pattern entered into a confidentiality agreement that included customary standstill provisions.

On September 6, 2019, Party B, Pattern and an affiliate of Riverstone entered into a side letter to the confidentiality agreement, to facilitate the sharing of information regarding Pattern Development.

On September 8, 2019, representatives of Paul Weiss sent a revised draft CPPIB merger agreement to representatives of Shearman at the direction of the Special Committee.

On September 10, 2019, representatives of Party A sent a revised proposal to Mr. Batkin. In its proposal, Party A offered to resume discussions with Pattern and commence negotiations among Pattern, Party A, Riverstone and Pattern Development if it was granted exclusivity by each of Pattern Development and Pattern.

On September 12, 2019, Mr. Batkin received a letter from Riverstone Representatives and Pattern Development indicating that Riverstone and Pattern Development would be willing to resume discussions with Party A, including by presenting Party A with suggested amendments to the documents governing the relationship between Pattern Development and Pattern.

On September 13, 2019, at the direction of the Special Committee, representatives of Paul Weiss and representatives of Shearman discussed open issues in the draft CPPIB merger agreement. Issues discussed included the inclusion of ago-shop provision, the status of CPPIB’s discussions with Pattern Development and the status of documentation relating to CPPIB’s debt financing.

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On September 14, 2019, Mr. Batkin (1) requested that Riverstone Representatives engage with representatives of Party A and submit a written proposal including potential terms that Pattern Development would accept in connection with a combination of Pattern and Company A and (2) informed representatives of Party A that he had made such a request.

On September 18, 2019, at Mr. Batkin’s request, Riverstone Representatives submitted a proposal to representatives of Party A, including a description of proposed amendments to the terms of the agreements governing the commercial relationship between Pattern and Pattern Development, that Riverstone believed necessary in connection with a combination of Pattern and Company A.

On September 19, 2019, representatives of Shearman sent representatives of Paul Weiss a revised draft CPPIB merger agreement. The draft CPPIB merger agreement included a 35-daygo-shop period subject to carve-outs for specific parties listed on a schedule to the draft CPPIB merger agreement, which parties included Party A.

On September 20, 2019, representatives of Party D sent Mr. Batkin, Mr. Garland and Riverstone Representatives anon-binding proposal in which Party D offered to acquire the outstanding shares of Company Common Stock at a price of $26.75 per share in cash. Party D’snon-binding proposal contemplated that Party D would acquire Pattern and Pattern Development, but did not expressly indicate whether the acquisitions of Pattern and Pattern Development would be cross-conditioned. Party D requested a 30-day period of exclusivity to negotiate definitive documentation.

On September 22, 2019, representatives of Evercore requested a status update from Party B, including with respect to Party B’s proposed price. Representatives of Party B indicated that Party B was likely in the middle of its $25.00 per share to $28.00 per share range, but that Party B would require additional information to complete its due diligence review of Pattern and Pattern Development.

Also on September 22, 2019, at the direction of the Special Committee, representatives of Evercore spoke to representatives of Party D, who requested access to draft transaction documentation and an in-person meeting with Pattern management and Riverstone Representatives during the following week.

On September 23, 2019, at the direction of the Special Committee, representatives of Paul Weiss spoke with representatives of Shearman to discuss open issues in the draft CPPIB merger agreement, including CPPIB’s proposed carve-outs to thego-shop provision, CPPIB’s progress in its discussions with Pattern Development and the status of CPPIB’s financing papers.

Later on September 23, 2019, at the direction of the Special Committee, Mr. Batkin and representatives of Evercore spoke with representatives of Party A to discuss Party A’s reaction to Riverstone’s recent proposal and to encourage Party A to pursue further discussions with Riverstone. Representatives of Party A indicated that Party A believed that there were realistic options to resolve the issues presented by Riverstone’s recent proposal, but that Party A would only continue discussions regarding a transaction if granted exclusivity by Pattern. With the authorization of the Special Committee, Mr. Batkin informed Party A that Pattern would not grant it exclusivity, but offered that Pattern would cover Party A’s going-forward expenses to entice Party A to advance discussions with Riverstone.

Later on September 23, 2019, representatives of Evercore sent a draft Party D merger agreement prepared by Paul Weiss to representatives of Party D at the direction of the Special Committee.

On September 24 through September 25, 2019, in conversations with Mr. Batkin, representatives of Party A reiterated Party A’s request for exclusivity and Party A’s belief that there were realistic options to resolve the issues presented by Riverstone’s recent proposal. Representatives of Party A informed Mr. Batkin that representatives of Party A would be willing to meet with Riverstone Representatives to discuss Riverstone’s recent written proposal regarding amendments to the agreements governing the commercial relationship between Pattern and Pattern Development.

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On September 25, 2019, at the direction of the Special Committee, representatives of Evercore and Pattern management met in person with representatives of Party D and Riverstone to discuss terms relating to a potential transaction involving Pattern and Party D as well as a potential transaction involving Pattern and Pattern Development.

Also on September 25, 2019, Mr. Batkin met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to receive an update on discussions with Party B and Party D and to provide an update with respect to recent communications with representatives of Party A. Mr. Batkin discussed with representatives of Evercore and Goldman Sachs potential responses to Party A and determined that Mr. Batkin should reach out to representatives of Party A to set up a meeting between Party A and Riverstone to ensure that there was a shared understanding of the terms in Riverstone’s September 18, 2019 proposal to Party A. Pattern management discussed potential approaches to Party B and concerns about sharing competitively sensitive information with Party B, especially in light of Party B’s indicative price. It was determined that the Special Committee would discuss and determine next steps with respect to sharing information with Party B.

Later on September 25, 2019, at the direction of the Special Committee, Mr. Batkin spoke with representatives of Party A. Mr. Batkin requested that Party A meet with Riverstone Representatives to ensure that there was a shared understanding of Riverstone’s September 18, 2019 proposal to Party A. The representatives of Party A agreed to engage in such discussions with Riverstone. Mr. Batkin subsequently contacted Riverstone Representatives to arrange a meeting with representatives of Party A.

On September 26, 2019, Riverstone Representatives and representatives of Party A scheduled a meeting for October 1, 2019 with the intent to clarify if there was a shared understanding of Riverstone’s September 18, 2019 proposal to Party A. However, the meeting was cancelled by Party A on September 27, 2019.

On September 27, 2019, representatives of Evercore and Paul Weiss received a summary of key issues presented by Pattern’s draft of the Party D merger agreement from Party D’s outside counsel. Key issues included Party D’s position that the acquisition of Pattern be cross-conditioned with the closing of a transaction with Pattern Development and that Pattern should be restricted from paying dividends to holders of Company Common Stock between signing and closing.

On September 29, 2019, the Special Committee met telephonically with Pattern management and representatives of Paul Weiss, Evercore and Goldman Sachs to discuss recent developments, including Party D’s recent proposal, and to determine next steps. Mr. Batkin updated the Special Committee on his recent discussions with representatives of Party A and on the progress of Pattern’s ongoing discussions with representatives of each of CPPIB, Party B and Party D. Members of Pattern management discussed Party B’s request for additional information and suggested that Pattern management be made available to Party B to discuss questions, but that Pattern should proceed cautiously in terms of providing potentially competitively sensitive information to Party B given that Party B was a competitor and that Party B’s indicative price did not exceed the prices offered by other potential buyers. Pattern management was then excused from the meeting and the Special Committee met in executive session to review and consider next steps with respect to Party A, Party B, Party D and CPPIB. The Special Committee considered and evaluated CPPIB’s and Party A’s requests for exclusivity and determined not to grant any party exclusivity, given the continued interest in Pattern expressed by multiple credible parties.

Subsequent to the September 29, 2019 telephonic meeting, Pattern management provided Party B with pro forma models and other materials which would allow Party B to estimate a value for Pattern Development without revealing potentially competitively sensitive information in the areas Party B competes with Pattern Development.

On October 2, 2019, at the direction of the Special Committee, representatives of Paul Weiss spoke with representatives of outside counsel to Party D to discuss issues presented by the draft Party D merger agreement, including Party D’s request that a transaction with Pattern be cross-conditioned on the closing of a transaction involving Pattern Development and Party D’s proposed restrictions on Pattern’s dividends.

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On October 3, 2019, at the direction of the Special Committee, Mr. Batkin spoke with representatives of Party A and again encouraged Party A to engage with Riverstone. Representatives of Party A informed Mr. Batkin that Party A would not be willing to devote time and resources to discussions with Riverstone unless granted exclusivity. Mr. Batkin informed representatives of Party A that Pattern was in discussions with other parties and was not in a position to grant exclusivity.

On October 7, 2019, outside counsel to Party D provided a revised draft Party D merger agreement to Paul Weiss. The draft Party D merger agreement included provisions restricting Pattern’s right to declare and pay dividends to holders of Company Common Stock between signing and closing, provided that closing of the transactions between Pattern and Party D would be cross-conditioned on the closing of a transaction involving Pattern Development and included a 15-daygo-shop period.

On October 11, 2019, at the direction of the Special Committee, representatives of Paul Weiss and outside counsel to Party D discussed open issues in the draft Party D merger agreement. Issues discussed included the length of thego-shop period, Party D’s proposal that the transaction between Pattern and Party D be cross-conditioned on the closing of a transaction involving Pattern Development, the proposed restrictions on Pattern paying dividends to holders of Company Common Stock during the period between signing and closing, and provisions relating to regulatory efforts.

Between October 13 and 15, 2019, at the direction of the Special Committee, Mr. Batkin spoke with representatives of Party A on multiple occasions. During the course of these conversations, Mr. Batkin informed representatives of Party A that Party A would have a competitive bid at the exchange ratio proposed in August 2019, but Party A had to confirm either that (1) Party A’s proposal was not conditioned on Party A entering into agreements with Pattern Development and Riverstone or (2) Party A had negotiated definitive drafts of such agreements with Pattern Development and Riverstone, as applicable. Mr. Batkin reiterated to representatives of Party A that other parties had entered advanced stages of negotiations and that Pattern would be seeking definitive offers from all interested parties.

On October 16, 2019, at the direction of the Special Committee, representatives of Paul Weiss called representatives of outside counsel to Party A to request an update on Party A’s interest in pursuing a transaction with Pattern and reiterated that Party A’s August 2019 proposal was competitive, but Party A had to confirm, as it had previously been instructed to confirm, either that (1) Party A’s proposal was not conditioned on Party A entering into agreements with Pattern Development and Riverstone or (2) Party A had negotiated definitive drafts of such agreements with Pattern Development.

On October 17, 2019, at the direction of the Special Committee, representatives of Evercore instructed representatives of Party A, CPPIB and Party D to submit proposed definitive documentation by October 23, 2019 and “best and final” offers by October 28, 2019. After receiving indications that Party B was not willing to submit a final offer, representatives of Evercore did not request that Party B submit a best and final offer.

On October 18, 2019, representatives of Paul Weiss provided representatives of Shearman with a revised draft CPPIB merger agreement as well as other revised ancillary transaction documentation. Paul Weiss also provided representatives of Party D with comments to certain provisions of its draft Party D merger agreement and requested that Party D and its representatives submit a revised draft Party D merger agreement based on the written comments and other feedback previously provided by Paul Weiss.

On October 22, 2019, representatives of Evercore spoke with representatives of Party D, who indicated that Party D was unlikely to submit a definitive bid.

Early on October 24, 2019, Shearman submitted draft transaction documentation to Paul Weiss, in accordance with Evercore’s bid instructions. The revised draft CPPIB merger agreement included restrictions on Pattern engaging in discussions with Party A and Party D during thego-shop period and proposed a CPPIB termination fee equal to 5.5% of Pattern’s implied equity value payable in certain circumstances.

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On October 28, 2019, representatives of CPPIB submitted an offer to purchase the outstanding shares of Company Common Stock for $26.75 in cash per share.

Also on October 28, 2019, representatives of Party A submitted an acknowledgment reaffirming its prior offer, originally made in August of 2019, without providing any transaction documentation. Party D did not submit a proposal.

Later on October 28, 2019, Mr. Batkin, on behalf of the Special Committee, responded to Party A’s proposal indicating that the Special Committee was willing to extend the deadline for the submission of definitive transaction documentation to 12:00 p.m. Eastern Time on October 30, 2019 and requested that Party A confirm that Party A would be willing to enter into and consummate a definitive agreement with Pattern at the proposed exchange ratio regardless of any agreements (or the lack of any such agreements) between Party A and Riverstone.

On October 29, 2019, representatives of Paul Weiss provided a revised draft CPPIB merger agreement and ancillary transaction documentation to Shearman. The draft CPPIB merger agreement provided that the CPPIB termination fee would be equal to 10% of the implied equity value of Pattern and removed proposed restrictions on Pattern entering into discussions with Party A and Party D during thego-shop period.

On October 30, 2019, representatives of Party A submitted a revised draft Party A merger agreement, which included a condition that Party A be permitted to engage in discussions with Riverstone prior to executing the draft Party A merger agreement and conditioned closing of the transactions contemplated by the draft Party A merger agreement on Riverstone’s consent to certain amendments to Pattern Development’s existing contractual relationships with Pattern. Party A did not submit definitive documentation or terms relating to governance of the combined company or detail any requested arrangements to be made with Pattern Development.

Later on October 30, 2019, the Special Committee met with representatives of Paul Weiss, Evercore and Goldman Sachs to discuss the various proposals submitted to Pattern and to consider next steps. During the meeting, Mr. Batkin noted that representatives of Party D had indicated that Party D had decided not to pursue a transaction with Pattern. After the meeting, representatives of Paul Weiss, on behalf of the Special Committee, communicated to representatives of Party A that Party A would need to finalize any arrangements with Riverstone that Party A believed were necessary in connection with a combination of Pattern and Company A, and to submit executable transaction documentation, prior to November 2, 2019 at 5:00 p.m. Eastern Time.

On October 31, 2019, the Special Committee met with representatives of Paul Weiss, Evercore and Goldman Sachs to discuss the responses to Evercore’s request for best and final offers and to evaluate the proposals and documentation received by Pattern. Members of the Special Committee reviewed and discussed a presentation prepared by Evercore summarizing financial considerations and risks related to the proposed transactions, including a range of valuations for shares of Company Common Stock. Paul Weiss reviewed the fiduciary duties of the Special Committee and provided a summary of the terms of the latest proposals and documentation submitted by CPPIB and Party A, as well as a comparison of the terms of such proposals. The Special Committee determined to further evaluate the proposals submitted by CPPIB and Party A and to reconvene to consider and evaluate potential next steps.

On November 1, 2019, representatives of Party A reaffirmed to representatives of Paul Weiss Party A’s position that amendments to the agreements governing the commercial relationship between Pattern and Pattern Development would be required in connection with a combination of Pattern and Company A. Representatives of Party A indicated that it believed that such amendments could be negotiated between Party A, Pattern, Pattern Development and Riverstone within 30 days. Representatives of Paul Weiss reiterated the Special Committee’s request that Party A finalize any arrangements with Pattern Development that Party A believed were necessary in connection with a combination of Pattern and Company A and for Party A to submit executable transaction documentation, including with respect to any such arrangements with Pattern Development, prior to November 2 at 5:00 p.m. Eastern Time.

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On November 2, 2019, representatives of Party A indicated to representatives of Paul Weiss that it would not be submitting a final proposal.

Also on November 2, 2019, CPPIB submitted a further revised draft CPPIB merger agreement and ancillary transaction documentation in response to revised drafts provided by Paul Weiss on October 29, 2019. In response to the draft CPPIB merger agreement and with the authorization of the Special Committee, Evercore proposed potentially altering certain terms of the draft CPPIB merger agreement, including provisions relating to Pattern’s ability to engage in discussions regarding a strategic transaction with certain third parties and the termination fee that would be owed by Pattern in the event that Pattern terminated the draft CPPIB merger agreement in order to enter into a definitive agreement with respect to a superior proposal with such parties, if CPPIB were to increase its offer by $0.25 per share. Representatives of CPPIB rejected this offer.

Between November 2 and 3, 2019, representatives of the Special Committee and CPPIB engaged in multiple discussions to negotiate open issues and to finalize transaction documentation. Issues discussed included the size of the CPPIB termination fee, Pattern’s ability to have discussions with certain specified parties during thego-shop period, and the termination fee owed by Pattern in the event it entered into a definitive agreement with respect to superior company proposal with certain parties during thego-shop period.

On November 3, 2019, the Special Committee met telephonically with representatives of Evercore, Goldman Sachs and Paul Weiss at which time Evercore rendered its oral opinion, which was subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $26.75 per share to be received by the holders of shares of Company Common Stock in the Merger was fair, from a financial point of view, to such holders (other than holders of Excluded Shares). For a discussion of Evercore’s opinion, see the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger – Fairness Opinion of Evercore” beginning on page 59 of this proxy statement. Paul Weiss then provided the Special Committee with an update on the documentation that had been prepared to date in connection with the proposed Merger Agreement and ancillary transaction documentation, copies of and a summary of which had been provided in advance of the meeting and at a previous meeting of the Special Committee. The Special Committee then reviewed the interest of Pattern management in connection with the proposed Merger and the proposed transaction involving CPPIB and Pattern Development. After discussion, the Special Committee unanimously determined to recommend to our Board that our Board recommend and declare fair, advisable and in the best interests of the holders of Pattern stock the Merger Agreement and the transactions contemplated thereby, including the Merger, to the holders of Pattern stock and that our Board take such actions to adopt, enter into, deliver and perform the Merger Agreement and the transactions contemplated thereby, including the Merger.

Later on November 3, 2019, our Board met telephonically with representatives of Evercore, Goldman Sachs and Paul Weiss in attendance. Taking into account the recommendation of the Special Committee and after review of the treatment of Pattern management in connection with the Merger Agreement and the proposed transaction involving CPPIB and Pattern Development, our Board determined that it would be in the best interest of Pattern’s stockholders for Pattern to enter into the Merger Agreement. With Mr. Garland abstaining in order to avoid any perception of conflicts of interest arising from his role at Pattern Development, our Board determined that the Merger Agreement and the Transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Pattern’s stockholders and approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

After the meeting of the Special Committee and our Board, representatives of the Special Committee finalized negotiation of the Merger Agreement consistent with the terms approved by the Special Committee and our Board, and Pattern and CPPIB executed the final Merger Agreement and other definitive ancillary transaction documentation. Concurrently with the execution of the Merger Agreement, Pattern management, Pattern Development, Riverstone and CPPIB entered into agreements whereby an affiliate of CPPIB will acquire the interests of Pattern Development not owned by Pattern in exchange for equity interests in such affiliate to be

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issued to affiliates of Riverstone and members of Pattern management. The consideration to be paid in connection with the acquisition of Pattern Development reflected a valuation within the range of valuations that other bidders had proposed. The closing of the transactions contemplated by the Contribution Agreement is not a condition to closing the Merger and is expected to occur substantially concurrently with the closing of the Merger or at a time after Closing of the Merger. For a discussion of Pattern management’s interest in the Contribution Agreement, see the sections captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Pattern Equity Awards and PEGH2 Units—Executive Officer Holdings—PEGH2 Units (Profits Interest)” beginning on page 76 of this proxy statement.

On November 4, 2019, representatives of the Special Committee began contacting potential counterparties to an alternative transaction with Pattern, including Party A, Party B, Party C, Party D, Party E, Party F, Party G and Party H, in connection with thego-shop process.

During theGo-Shop Period (which ran from the signing of the Merger Agreement to 11:59 p.m. Eastern Time on December 8, 2019), the Special Committee, with the assistance of Evercore and Goldman Sachs contacted 16 potential bidders. Each party that was contacted either notified Pattern that, after further review, it would not be interested in pursuing a potential transaction with Pattern or did not respond. Starting immediately after 11:59 p.m. Eastern Time on December 8, 2019 and in accordance with the terms of the Merger Agreement, Pattern became subject to customarynon-solicitation restrictions on its ability to solicit third-party proposals relating to alternative transactions or to provide information to and engage in discussions with a third-party in relation to an alternative transaction, subject to certain customary exceptions to permit our Board to comply with their fiduciary duties.

On December 6, 2019, early termination of the waiting period under the HSR Act was granted by the United States Federal Trade Commission (the “FTC”).

Recommendation of Our Board and Reasons for the Merger

Recommendation of Our Board

Our Board, following the unanimous recommendation of the Special Committee, has (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair, advisable to and in the best interest of Pattern and our stockholders, and (2) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

OUR BOARD RECOMMENDS THAT YOU VOTE (1) “FOR” THE PROPOSAL TO ADOPT THE MERGER AGREEMENT AND APPROVE THE MERGER; (2) “FOR” THE COMPENSATION PROPOSAL AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

Reasons for the Merger

On November 3, 2019, the Special Committee, after careful consideration, voted unanimously to recommend to our Board that it approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and to take all actions as may be necessary to cause Pattern to enter into the Merger Agreement. Following the unanimous recommendation of the Special Committee, our Board, after careful consideration, voted to (i) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) declare that it is fair to and in the best interests of Pattern and our stockholders that Pattern enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (iii) direct that the adoption of the Merger Agreement and approval of the Merger be submitted to a vote at a meeting of our stockholders and (iv) recommend to our stockholders that they vote “FOR” the adoption of the Merger Agreement and approval of the Merger.

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In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Special Committee and our Board consulted with Pattern’s senior management and outside legal and financial advisors and, in reaching their respective determinations, the Special Committee and our Board considered a number of factors that they believed supported their decision to approve and recommend the Merger Agreement and the transactions contemplated thereby, including the Merger, which factors include, but are not limited to, the following:

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The Special Committee and our Board also evaluated and considered a number of uncertainties and risks in its deliberations concerning the Merger Agreement and the transactions contemplated thereby, including the Merger, which factors included, but were not limited to:

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The Special Committee and our Board determined that the risks and potentially negative factors associated with the Merger Agreement and the transactions contemplated thereby, including the Merger, were outweighed by the potential benefits of the Merger Agreement and the transactions contemplated thereby, including the Merger. Each of the Special Committee and Board determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, Pattern and its stockholders.

The foregoing discussion of the information and factors considered by the Special Committee and our Board is not exhaustive, but is intended to include the material factors considered by the Special Committee and our Board in their consideration of the Merger Agreement and the transactions contemplated thereby, including the Merger, in making their respective determinations. The members of the Special Committee and our Board evaluated the various factors listed above, among other things, in light of their knowledge of the business, financial condition and prospects of Pattern and considered the advice of Pattern’s financial and legal advisors. In view of the complexity, variety and large number of factors considered, the Special Committee and Board,

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individually and collectively, did not quantify or assign any relative or specific weight to the various factors considered. Rather, the Special Committee and our Board based their respective determinations on the totality of the information presented to and considered by them. In addition, individual members of the Special Committee and our Board may have given different weights to different factors.

The explanations of Pattern’s reasons for the Merger Agreement and the transactions contemplated, including the Merger, and other information presented in this section is forward-looking in nature and, accordingly, should be read in light of the risks described in the section entitled “Forward-Looking Information” beginning on page 12 of this proxy statement.

Fairness Opinion of Evercore

The Special Committee retained Evercore to act as its financial advisor in connection with the Special Committee’s review of strategic alternatives, including the Merger. As part of this engagement, the Special Committee requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock (other than holders of Excluded Shares). At a meeting of the Special Committee held on November 3, 2019, Evercore rendered to the Special Committee its oral opinion, which was subsequently confirmed in writing, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $26.75 per share to be received by the holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders (other than holders of Excluded Shares).

The full text of the written opinion of Evercore, dated November 4, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. We encourage you to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Special Committee (in its capacity as such) in connection with its evaluation of the Merger. The opinion does not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of shares of Company Common Stock or Company Preferred Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to us, nor does it address the underlying business decision to engage in the Merger.

In connection with rendering its opinion, Evercore, among other things:

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For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore has not assumed responsibility or liability for any independent verification of such information), and Evercore further relied upon the assurances of the management of Pattern that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Forecasts, Evercore assumed with the Special Committee’s consent that the Forecasts were reasonably prepared on bases reflecting the best estimates then currently available and the good faith judgments of management of Pattern as to the future financial performance of Pattern and the other matters covered thereby. Evercore expressed no view as to the Forecasts or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement would be true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to Evercore’s analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger would be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Pattern or the consummation of the Merger or materially reduce the contemplated benefits of the Merger to the holders of Company Common Stock.

Evercore did not conduct a physical inspection of the properties or facilities of Pattern and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or otheroff-balance sheet assets and liabilities) of Pattern, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Pattern under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of this proxy statement and financial, economic, market and other conditions as they existed and as they could be evaluated on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Company Common Stock (other than the holders of Excluded Shares), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Pattern, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Pattern, or any class of such persons, whether relative to the Merger Consideration or otherwise, nor as to the fairness or any other aspect of any transaction contemplated by the Contribution and Exchange Agreement by

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and among Parent, Riverstone Pattern Energy II Holdings, L.P. (“RPE II”), Pattern Energy Group Holdings 2 LP (“PEGH2”), Pattern Equity Holdings 2 LLC, certain members of the management team of Pattern Energy Group Holdings 2 LP andHou-ou LLC, as the management representative entity, dated as of November 3, 2019 (the “Contribution Agreement”), to be entered in connection with the Merger. Evercore was not asked to, nor did it express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement, including the Contribution Agreement and the transactions contemplated thereby. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Evercore, nor did it address the underlying business decision of Pattern to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Special Committee or to any other persons in respect of the Merger, including as to how any holder of shares of Company Common Stock or Company Preferred Stock should vote or act in respect of the Merger. Evercore is not a legal, regulatory, accounting or tax expert and have assumed the accuracy and completeness of assessments by Pattern and its advisors with respect to legal, regulatory, accounting and tax matters. Evercore’s opinion was only one of many factors considered by the Special Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Special Committee with respect to the Merger.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Special Committee on November 3, 2019 in connection with rendering its opinion to the Special Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 1, 2019 (the last full trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions. For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Pattern. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of Pattern to corresponding financial multiples and ratios for the following selected publicly traded companies (the “selected companies”) which Evercore deemed most relevant to consider in relation to Pattern, based on its professional judgment and

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experience, because they are public companies with operations that for purposes of its analysis Evercore considered similar to the operations of Pattern:

US YieldCos:

Canadian YieldCos:

International YieldCos (Reference Only):

For each of the selected companies, Evercore calculated the following trading multiples:

In order to calculate the multiples below, Evercore relied on publicly available filings with the SEC and other regulatory agencies and equity research analyst estimates.

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This analysis indicated the following:

Evercore applied a CAFD multiple reference range of 11.5x to 13.5x to Pattern’s 2020E CAFD per share (as provided in the Forecasts). This analysis indicated a range of implied equity values per share of Company Common Stock of $23.84 to $27.98, compared to the Merger Consideration of $26.75 per share of Company Common Stock.

Evercore applied a dividend yield reference range of 7.25% to 6.25% to Pattern’s estimated dividend per share for fiscal year 2020 (as provided in the Forecasts). This analysis indicated a range of implied equity values per share of Company Common Stock of $23.45 to $27.20, compared to the Merger Consideration of $26.75 per share of Company Common Stock.

Evercore applied a TEV/Adjusted EBITDA multiple reference range of 10.5x to 12.0x to Pattern’s 2020E Adjusted EBITDA (as set forth in the Forecasts). Evercore calculated per share prices by (A) taking this range of implied enterprise values, less Pattern’s estimated net debt (calculated as total proportionate debt (calculated based on the portion of project company-level debt of each project company owned by Pattern) less cash and cash equivalents, each as set forth in the Forecasts) as of November 1, 2019, plus an implied value for Pattern’s ownership in Pattern Development and (B) dividing the result by the number of fully diluted shares of Company Common Stock as of November 1, 2019 as set forth in the Forecasts. In arriving at the implied value of Pattern’s ownership in Pattern Development, Evercore discounted to present value the Pattern Development distributions (net of contributions and preferred interest) for 2019 to 2027 provided in the Forecasts using a discount rate of 12.5% to 17.5%. This analysis indicated a range of implied equity values per share of Company Common Stock of $17.53 to $25.24, compared to the Merger Consideration of $26.75 per share of Company Common Stock.

Although none of the selected companies is directly comparable to Pattern, Evercore selected these companies because they are publicly traded, renewable power dividend growth-oriented companies that Evercore, in its professional judgment and experience, considered generally relevant to Pattern for purposes of its

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financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Selected Transactions Analysis

Evercore reviewed, based on publicly available information, financial information related to the following selected transactions involving renewable power dividend growth-oriented companies since 2017 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated:

This analysis indicated the following:

Evercore selected a reference range of CAFD Multiples of 11.0x to 12.5x based on the multiples it derived from the selected transactions and based on its professional judgment and experience, and applied this range of multiples to Pattern’s 2020E CAFD per share, as set forth in the Forecasts. This analysis indicated a range of implied equity values per share of Company Common Stock of $22.80 to $25.91, compared to the Merger Consideration of $26.75 per share of Company Common Stock.

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Evercore selected a reference range of Adjusted EBITDA Multiples of 10.0x to 11.5x based on the multiples it derived from the selected transactions and based on its professional judgment and experience, and applied this range of multiples to Pattern’s 2020E Adjusted EBITDA (as set forth in the Forecasts). Evercore calculated per share prices by (A) taking this range of implied enterprise values, plus an assumed value for Pattern’s ownership in Pattern Development, less Pattern’s estimated net debt (calculated as total proportionate debt (calculated based on the portion of project company-level debt of each project company owned by Pattern) less cash and cash equivalents, in each case, as set forth in the Forecasts) as of November 1, 2019 and (B) dividing by the number of fully diluted shares of Company Common Stock as of November 1, 2019 as set forth in the Forecasts. In arriving at the implied value of Pattern’s ownership in Pattern Development, Evercore discounted to present value the Pattern Development distributions (net of contributions and preferred interest) for 2019 to 2027 provided in the Forecasts using a discount rate of 12.5% to 17.5%. This analysis indicated a range of implied equity values per share of Company Common Stock of $15.20 to $22.91, compared to the Merger Consideration of $26.75 per share of Company Common Stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Pattern, and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Pattern for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Pattern to calculate the estimated present value of shares of Company Common Stock by discounting back to present value (1) the standalone, levered,after-tax free cash flows to the equity of Pattern (corporate cash flows, excluding Pattern Development)plus (2) distributions from Pattern Development. Pattern Development distributions (net of contributions and preferred interest) for 2019 to 2027 were provided in the Forecasts. The standalone, levered,after-tax free cash flow to equity of Pattern wasdefined asafter-tax project distributions,less corporate general and administrative expense,less corporate interest expense,less asset acquisitions,less proceeds and investments in Gulf Repower projectplus cash proceeds from divestitures,plus refinancing proceeds,plus cash proceeds from Nigig loan repayment,plus long-term debt proceeds,less long-term debt paydown,less changes in revolver issuances and paydown that Pattern was forecasted to generate during Pattern’s fiscal years 2019 through 2023 based on the Forecasts.

Evercore calculated terminal values for Pattern (excluding Pattern Development) by (1) applying a range of multiples of estimated CAFD of 11.5x to 13.5x, which range was selected based on Evercore’s professional judgment and experience, to a next 12-month terminal year estimate of the CAFD of Pattern assuming the 2024 CAFD, excluding Pattern Development distributions, based on the model provided by management and (2) applying perpetuity growth rates of (1.00)% to 1.00%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the standalone, levered,after-tax free cash flows to equity that Pattern calculated by taking the 2023after-tax cash flows to equity and excluding any revolver paydown. Theafter-tax cash flows to equity and terminal values of Pattern (excluding Pattern Development) in each case were then discounted to present value as of November 1, 2019 using discount rates ranging from 7.5% to 9.5%, which were based on an estimate of Pattern’s cost of equity. Pattern Development distributions were discounted to present value by Evercore using a discount rate of 12.5% to 17.5%, based on an estimate of returns expected by Pattern and other investors as publicly available, for development assets of similar nature.

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The CAFD Multiple terminal value analysis indicated a range of implied equity values per share of Company Common Stock of $23.22 to $28.62, compared to the Merger Consideration of $26.75 per share of Company Common Stock. The perpetuity growth terminal value analysis indicated a range of implied equity values per share of Company Common Stock of $20.80 to $32.89, as compared to the Merger Consideration of $26.75 per share of Company Common Stock.

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Special Committee. In connection with the review of the Merger by the Special Committee, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Company Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Special Committee as to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company Common Stock (other than Excluded Shares). These analyses do not purport to be appraisals of, or to necessarily reflect, the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses

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are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Special Committee (in its capacity as such) in connection with its evaluation of the Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Special Committee or Pattern’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Company Common Stock.

Pursuant to the terms of Evercore’s engagement letter with the Special Committee, Pattern has agreed to pay Evercore a fee for its services in the amount of approximately $12.5 million, of which $4.0 million was paid upon announcement of the Merger and the balance of which will be payable contingent upon the consummation of the Merger. Pattern has also agreed to pay Evercore a performance fee for its services, contingent upon the consummation of the Merger. The maximum potential performance fee is $5.0 million. Pattern has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During thetwo-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Pattern and received fees for the rendering of these services in the amount of approximately $1.5 million. During thetwo-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to affiliates of Parent and received fees for the rendering of these services in the amount of approximately $3.1 million. Evercore may provide financial advisory or other services to Pattern, Parent and their respective affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Pattern or its affiliates, Parent or its affiliates, potential parties to the Merger Agreement and their respective affiliates or persons that are competitors, customers or suppliers of Pattern.

The Special Committee engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Forecasts

Pattern does not as a matter of course make public Forecasts as to future revenues, operating income or other results beyond the fiscal year and, in some instances, the subsequent fiscal year. The Forecasts about Pattern are included in this proxy statement only because (1) the Forecasts were made available to CPPIB and other interested parties in connection with the due diligence review of Pattern; (2) the Forecasts were made available to Evercore for use in connection with its financial analysis as described in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Fairness Opinion of Evercore” beginning on page 59 of this proxy statement and (3) the Forecasts were made available to our Board in connection with Pattern’s exploration and evaluation of strategic alternatives to maximize stockholder value,

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including a sale of Pattern. The Forecasts are not included in this proxy statement to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to the shares of Company Common Stock.

Although the Forecasts are presented with numerical specificity, they reflect numerous estimates and assumptions made by Pattern with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Pattern’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Pattern’s control. The Forecasts reflect assumptions as to certain potential business decisions that are subject to change. Without limiting the generality of the foregoing, the Forecasts include assumptions relating to revenues generated by Pattern’s operating portfolio, operating and corporate expenses, financing activities and proceeds from Pattern Development, in which Pattern has an unconsolidated investment. The Forecasts cover several years and such information by its nature becomes less reliable with each successive year.

In the view of Pattern’s management, the information was prepared on a reasonable basis, reflected the best estimates and judgments available to Pattern’s management at the time and presented, to the best of Pattern’s management’s knowledge and belief, the expected course of action and Pattern’s expected future financial performance as of the date such information was prepared. In addition, the Forecasts did not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the Merger Agreement or the announcement thereof. Further, these Forecasts did not take into account the effect of any failure of the Merger to occur, and should not be viewed as applicable or continuing in that context. However, this information is not fact and should not be relied upon as being necessarily indicative of future results. The Forecasts reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Forecasts constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Forecasts, including, but not limited to, Pattern’s electricity generation, factors affecting production, Pattern’s ability to manage exposure to project development risks, competition from other power project developers, Pattern’s ability to complete acquisitions and dispositions of power projects, fluctuations in supply, demand, prices and other conditions for electricity, other commodities and renewable energy credits, Pattern’s ability to complete construction of construction projects and transition them into financially successful operating projects, conditions in energy markets as well as financial markets generally, changes in law, including applicable tax laws, and the various risks set forth in Pattern’s reports filed with the SEC. There can be no assurance that the Forecasts will be realized or that actual results will not be significantly higher or lower than forecast. In addition, the Forecasts will be affected by Pattern’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Forecasts cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

The inclusion of the Forecasts should not be regarded as an indication that Pattern and Evercore or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Forecasts herein should not be deemed an admission or representation by Pattern that Pattern views such Forecasts as material information. The inclusion of the Forecasts in this proxy statement should not be regarded as an indication that the Forecasts will be necessarily predictive of actual future events given the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Pattern or any other person regarding the Forecasts or Pattern’s ultimate performance compared to such information. The Forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information about us contained in Pattern’s public filings with the SEC. See the section captioned “Where You Can Find More Information” beginning on page 136 of this proxy statement for more information. In light of the foregoing factors, and the uncertainties inherent in the Forecasts, stockholders are cautioned not to place undue, if any, reliance on the Forecasts.

The Forecasts included in this document have been prepared by, and are the responsibility of, Pattern’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-

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upon procedures with respect to the accompanying Forecasts and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to Pattern’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

The Forecastsare “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with the published guidelines of the SEC regarding Forecasts or accounting principles generally accepted in the United States (“GAAP”).These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be differentfrom non-GAAP financial measures used by other companies. Furthermore, there are limitations inherentin non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly,these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The Forecasts were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information.

The following table presents unaudited prospective financial data for the Forecasts (in millions of dollars):

In addition, the Forecasts have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, PATTERN DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE FORECASTS OR THE SPECIFIC PORTIONS PRESENTED TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR.

Interests of Our Directors and Executive Officers in the Merger

When considering the recommendation of our Board that you vote to approve the proposal to adopt the Merger Agreement and approve the Merger, you should be aware that our directors and executive officers (as defined under U.S. federal securities laws) have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally, as more fully described below. The Special Committee and our Board were aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted and the Merger be approved by stockholders. The transactions contemplated by the Merger Agreement will be a “change in control” for purposes of our executive compensation and benefit plans and agreements described below.

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Treatment of Pattern Equity Awards

Ournon-employee directors and executive officers hold various types of compensatory awards with respect to Company Common Stock. Ournon-employee directors hold awards of Company Restricted Shares and Company RSUs. Our executive officers hold awards of Company Options, Company Restricted Shares and Company Performance Shares. As a result of the Merger, the treatment of the Company Options, Company Restricted Shares, Company Performance Shares and Company RSUs that are outstanding immediately prior to the Effective Time and held by ournon-employee directors and executive officers will be as follows:

Treatment of Company Options

At the Effective Time, to the extent not exercised or expired, each outstanding Company Option, whether or not exercisable or vested, will be canceled and converted 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 Option multipliedby (y) the aggregate number of shares of Company Common Stock subject to such Company Option immediately before the Effective Time. Any Company Option with a per share exercise price that is equal to or greater than the Merger Consideration shall be canceled for no consideration.

Treatment of Company Restricted Shares

At the Effective Time, except as described under the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement” beginning on page 74 of this proxy statement, each outstanding Company Restricted Share with vesting conditioned on the passage of time will be vested and all restrictions will lapse in full as of immediately before the Effective Time, and each such Company Restricted Share will be converted into the right to receive the Merger Consideration.

Treatment of Company Performance Shares

At the Effective Time, except as described under the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement” beginning on page 74 of this proxy statement, each outstanding Company Performance Share will be vested based on the maximum level of performance and all restrictions will lapse in full as of immediately before the Effective Time, and each such Company Performance Share will be converted into the right to receive the Merger Consideration.

Treatment of Company RSUs

At the Effective Time, each outstanding Company RSU will be vested and all restrictions will lapse in full as of immediately before the Effective Time, and each such Company RSU will be 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 RSU award immediately before the Effective Time.

Payments with Respect to Equity Awards

The amounts described above with respect to each Company Option, Company Restricted Share, Company Performance Share and Company RSU will be paid at the Effective Time, except that the amounts described above with respect to each Company RSU that has been validly deferred or is otherwise subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), will be paid at the earliest time permitted under Section 409A of the Code.

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Equity Awards Held by Executive Officers

Assuming that the Effective Time of the Merger is January 31, 2020, the estimated aggregate value of vested Company Options held by our named executive officers is $1,676,679. For an estimate of the amounts that may be paid or become payable to each of our named executive officers with respect to unvested equity awards in connection with the Merger, see the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers” beginning on page 77 of this proxy statement. Assuming that the Effective Time of the Merger is January 31, 2020, the estimated aggregate value of vested Company Options held by our executive officers who are not named executive officers is $138,553 and the estimated aggregate value of unvested equity awards held by such executive officers is $1,757,555. The foregoing amounts have been determined using the per share Merger Consideration of $26.75.

Equity Awards Held byNon-Employee Directors

Assuming that the Effective Time of the Merger is January 31, 2020, the estimated aggregate amounts that would become payable to thenon-employee directors in respect of their outstanding Company RSUs and Company Restricted Shares is $4,836,472. The foregoing amount has been determined using the per share Merger Consideration of $26.75.

Agreements or Arrangements with Our Executive Officers

Most of our current executive officers are party to an employment agreement with us that provides for certain payments and benefits in the event of certain qualifying terminations of employment, including in connection with a change of control, as further discussed below.

Amended and Restated Employment Agreements

We entered into amended and restated employment agreements with certain of our executive officers, including Messrs. Armistead, Devlin, Elkort, Garland, Lyon, Pedersen and Shugart on November 3, 2019 (the “Employment Agreements”), but not Mr. Ostberg. The Employment Agreements, which were reviewed by CPPIB in advance of executing the Merger Agreement, preserve the cash severance benefits payable under the original employment agreements with each such executive officer and the base salary of each such executive as of immediately prior to the execution of the Employment Agreements. In addition, the Employment Agreements provide for equity incentive award vesting acceleration for each such executive officer upon a change of control and qualifying termination of employment, as described below, and for Mr. Garland, an extended COBRA (as defined below) continuation period.

The Employment Agreements provide, among other things, for a three-year term with automatic renewal forsuccessive one-year periods unless either party provides a timely noticeof non-renewal. In the event of a change in control, the employment term will automatically renew for a period of two years beginning on the date of such change in control with the same automatic renewal. The Employment Agreements do not provide for any severance payments upon a termination due toa non-renewal of the agreement at our election, which was a feature that was removed from the original employment agreements.

The Employment Agreements provide that, in the event of a termination by Pattern without cause or by the executive for good reason, in each case, that occurs within 24 months after a change in control, the executives’ outstanding equity grants will vest in full and/or become immediately exercisable as of immediately prior to the executive’s termination of employment. With respect to any such equity grants that vest in whole or in part based on the satisfaction of performance-based or market-based conditions, such equity grants will vest with such conditions deemed to have been satisfied based on achievement as follows: (i) if a change in control and such termination each occur prior to the end of the applicable measurement period, such conditions will be deemed to

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have been satisfied based on achievement of target performance; and (ii) if the termination occurs following a change in control, but after the end of the applicable measurement period, the satisfaction of such condition will be based on actual achievement. In addition, each executive officer with an Employment Agreement entered into a waiver stating that any changes to each executive’s duties, authorities or responsibilities as of the Closing or as of the closing of the transactions contemplated by the Contribution Agreement, which we refer to as the “PEGH2 Closing,” will not by themselves constitute “good reason” in connection with the Merger or any related transactions. These waivers are conditioned upon the finalization of a profits interest-based management long-term incentive plan within the 60 days following the PEGH2 Closing.

“Cause” is defined for this purpose generally to mean (i) a material breach of the Employment Agreement by the executive that remains uncorrected for 30 days after we provide written notice to the executive, (ii) the executive being the subject of an order obtained or issued by the SEC for any securities violation involving fraud, (iii) the conviction or plea of nolo contendere by the executive to any felony or crime involving moral turpitude or (iv) the executive’s material mismanagement in providing material services to us or our affiliates if such mismanagement is not corrected for 30 days after we provide written notice to the executive. “Good reason” is defined for this purpose generally to mean (i) a material diminution in the executive’s authority, title, position, duties or responsibilities, (ii) a material breach by us of our obligations to the executive under the Employment Agreement or a material breach by us of our bylaws or certificate of incorporation, (iii) the involuntary relocation of the executive’s principal place of employment to a location more than 40 miles from the current location or (iv) a diminution in the executive’s base salary.

The Employment Agreements preserve the severance arrangements with our executive officers contained in arrangements existing prior to the November 3, 2019 amendments and restatements of such agreements. In the event of a termination by us without cause or by the executive for good reason, irrespective of a change in control transaction, severance payable to our executive officers, other than Mr. Garland, will be paid in alump-sum equal to the sum of (i) 1.0 times the executive’s annual base salary and (ii) 1.8 times the executive’s average cash bonus amount, defined as the average of the two most recent annual cash bonus amounts paid to the executive. Mr. Garland’s Employment Agreement provides that in the event of a termination by us without cause or by Mr. Garland for good reason, irrespective of a change in control transaction, his severance will be paid in a lump sum equal to the sum of (i) 2.8 times his annual base salary and (ii) 2.8 times his average cash bonus amount, defined the same as in the other executives’ Employment Agreements.

In addition, upon a termination by Pattern without cause or by the executive for good reason, each executive may be reimbursed for up to 12 months (or, for Mr. Garland, 18 months) of premiums paid to receive continued benefit coverage under the Consolidated Omnibus Budget Reconciliation Act, or “COBRA.”

The Employment Agreements also include a contingent cutback provision pursuant to which, in the event any payments or benefits received by the executive would be subject to an excise tax under Section 4999 of the Code, the executive will receive the greater of (x) such payments reduced by an amount necessary to prevent any portion of the payments from being nondeductible or (y) the full amount of such payments.

Severance payable under the Employment Agreements is subject to the executionand non-revocation of a general release of claims and is also conditioned on the executive’s compliance for a period of 24 months with an agreement to refrain from soliciting employees to leave their employment relationship with us.

Upon a termination by Pattern without “cause,” Mr. Ostberg would be entitled to receive severance pursuant to our Involuntary Separation Policy for a person at Mr. Ostberg’s job level and tenure. Cash severance payable under the Involuntary Separation Policy is equal to (i) one month of continued base salary, plus an additional month of continued base salary for every year of service and, if such termination occurs prior to the first anniversary of the Effective Time, may also include (ii) a prorated portion of the executive’s annual bonus. In addition, he would be entitled to receive Company-provided COBRA continuation for the duration of the severance period. Severance payable under the Involuntary Separation Policy is subject to the execution

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and non-revocation of a general release of claims. Prior to the first anniversary of the Effective Time, Pattern is permitted to increase the value of these severance benefits by up to 100% for a limited number of employees.

The severance payments for our named executive officers are further described below under “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers” beginning on page 77 of this proxy statement. For our executive officers who are not named executive officers, the severance payments to Messrs. Shugart and Devlin under their Employment Agreements and Mr. Ostberg, assuming that Pattern increases Mr. Ostberg’s severance benefits by 100%, are estimated to not exceed $1,600,000 in the aggregate.

Annual Equity Awards and Bonuses

If the Effective Time has not occurred by March 1, 2020, we may grant additional annual equity-based compensation awards in the form of cash-settled Company RSUs in the ordinary course of business, consistent with past practice. Any such awards are expected to convert to time-vesting cash obligations following the Effective Time and are not expected to be cashed out at the Effective Time.

The Merger Agreement provides that each employee who continues to provide services following the completion of the Merger will continue to be eligible for an annual bonus in respect of calendar year 2019, based on actual achievement of the applicable performance metrics as determined at the discretion of the Nominating, Governance and Compensation Committee. If any such employee experiences a termination without “cause” following the Merger but prior to payment of his or her annual bonus, the employee will be entitled to payment of the bonus to the extent that it would have been earned had the employee remained employed through the payment date. In connection with the Merger, certain executive officers of Pattern may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”). To mitigate the potential impact of Section 280G on Pattern and the executive officers, on December 19, 2019, the Board (upon recommendation by the Nominating, Governance and Compensation Committee and the Special Committee) approved payment during 2019 of all or a portion of the annual bonus that it expected would otherwise be paid in early 2020 to each of the named executives and Mr. Devlin. Pattern entered into an acknowledgement (“Bonus Acknowledgement”) with such named executive officers and Mr. Devlin pursuant to which each such executive officer agreed that (i) if the final cash bonus amount approved by the Board in early 2020 is less than the amount paid during 2019 for any reason, such executive officer would be obligated to pay back the difference (and similarly, if a larger amount is approved, the difference would be paid to such executive officer) and (ii) if such executive officer was to resign for any reason or be terminated for cause prior to the normal bonus payment date in early 2020, such executive officer would be obligated to repay the full bonus amount to Pattern (subject to certain limited exceptions). Pursuant to the Bonus Acknowledgement letters, each of the named executive officers and Mr. Devlin received the following payments: Mr. Garland, $712,000; Mr. Armistead, $590,000; Mr. Elkort $485,000; Mr. Lyon, $532,000; Mr. Pederson, $532,000; and Mr. Devlin, $285,000. The aggregate annual bonus in respect of calendar year 2019 for our executive officers (other than for our named executive officers and Mr. Devlin whose annual bonuses were accelerated and paid during 2019 as described above), at target, is estimated to equal $350,000.

Insurance and Indemnification of Directors and Executive Officers

The Merger Agreement provides that for a period of at least six years from and after the Effective Time, Parent will and will cause the Surviving Corporation to indemnify and hold harmless (and to also advance expenses as incurred to the fullest extent that Parent or the Surviving Corporation would be permitted to do so under applicable laws if the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final judicial decision from which there is no further right to appeal that such person is not entitled to indemnification) each of our present or former directors or officers and each of the present and former directors or officers of our subsidiaries performing services at our request or the request of

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our subsidiaries as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan, in each case determined as of immediately prior to the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as our director or officer or as a director or officer of any of our subsidiaries or services performed by such Indemnified Parties at our request or the request of any of our subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including those arising out of or related to the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement also provides that all existing rights to exculpation, indemnification or advancement of expenses to which our present directors and officers are entitled that are contained in our organizational documents prior to the Effective Time will survive the Merger and will be observed by the Surviving Corporation to the fullest extent permitted by applicable law.

The Merger Agreement also provides that, for a period of six years after the Effective Time, the Surviving Corporation will maintain in effect our current insurance coverage with respect to our directors and officers. We will, prior to the Effective Time, bind and purchase a tail policy to our current policy of directors’ and officers’ liability insurance for a period of six years from the Effective Time. If the annual premium for such insurance coverage is in excess of 300% of the last annual premium paid prior to the date of the Merger Agreement, the Surviving Corporation will be obligated to obtain the most advantageous insurance obtainable for an annual premium equal to 300% of the last annual premium paid prior to the date of the Merger Agreement.

Interests of Our Directors and Executive Officers in the Contribution Agreement

As disclosed in the Company’s Current Report on Form8-K filed on November 4, 2019, Parent, RPE II, PEGH2, Pattern Equity Holdings 2 LLC, certain of our executive officers who also serve as members of the management team of Pattern Energy Group Holdings 2 LP andHou-ou LLC, as the management representative entity, have entered into the Contribution Agreement. Pursuant to the Contribution Agreement, following the consummation of the Merger and at the closing of the transactions contemplated by the Contribution Agreement, the parties to the Contribution Agreement will make certain contributions contemplated by the Contribution Agreement, including with respect to their interests in PEGH2 in exchange for equity interests in Newco (as defined below) or the Surviving Corporation, and the Company and PEGH2 will be under common ownership.

The Contribution Agreement includes certain covenants relating to the matters set forth in the Merger Agreement, including covenants by the parties thereto to use their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under the Contribution Agreement to consummate the Merger and the transactions contemplated by the Contribution Agreement on the same date and as promptly as reasonably practicable and not take any action that would be reasonably expected to prevent, materially delay or materially impair the consummation of the Merger.

Treatment of Pattern Equity Awards

In connection with the consummation of the transactions contemplated by the Contribution Agreement, Company Restricted Shares and Company Performance Shares held by certain of our executive officers, including Messrs. Armistead, Devlin, Elkort, Garland, Lyon, Pedersen and Shugart (“Pattern Rollover Awards”), will not entitle the holder to payment of the Merger Consideration upon the Closing and instead will either, depending on the timing of the PEGH2 Closing (a) be cancelled and the holder will be issued units in a newly formed entity (which we refer to as “Newco” and such units as “Newco Units”) or (b) converted into restricted shares of the Surviving Corporation with substantially the same terms and conditions as relate to vesting and forfeiture, except that the Company Performance Shares will be deemed satisfied at the maximum level of

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performance. If Pattern Rollover Awards are converted into restricted shares of the Surviving Corporation, and Newco is not formed within a specified time period, our executive officers who received restricted shares in the Surviving Corporation will receive the Merger Consideration in respect of such shares. If Pattern Rollover Awards are converted into Newco Units, the units will vest 50% on January 1, 2021 and 50% on January 1, 2022, if the holder remains employed with Newco or its affiliate on the applicable vesting date, subject to remaining outstanding and continuing to vest upon certain good leaver events, including a termination of employment without cause, resignation of employment for good reason, upon death or disability, following anon-renewal of the holder’s employment agreement prior to 2023 or upon the holder’s retirement. Unvested Newco Units will immediately vest upon certain events constituting a change in control of Newco. We refer to the grant of Newco Units in exchange for Pattern Rollover Awards as a “contribution and exchange” even though in certain circumstances the Pattern Rollover Awards could be cancelled in exchange for the issuance of Newco Units.

The table below in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Pattern Equity Awards and PEGH2 Units—Executive Officer Holdings” sets forth, for each executive officer, (i) the estimated number of Pattern Rollover Awards and PEGH2 Units (Capital) and PEGH2 Units (Profits Interest) (as defined below) estimated to be held as of January 31, 2020, (ii) the number of Newco Units that will be issued and / or exchanged for such Pattern Rollover Awards and PEGH2 Units, (iii) the estimated value of such Newco Units held by the executive officers and (iv) the estimated value of the maximum potential earnout payments that may be paid to executive officers in respect of their contributed PEGH2 Units (Capital) and PEGH2 Units (Profits Interest), as described below, which amounts are not reflected in the table provided in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers” beginning on page 77 of this proxy statement.

Treatment of Equity Interests in PEGH2

In connection with the PEGH2 Closing, certain executive officers of Pattern who have interests in PEGH2, including Messrs. Armistead, Devlin, Elkort, Garland and Shugart, have agreed to forego certain rights related to their PEGH2 Units (Profits Interest), including accelerated vesting that would have been triggered by the PEGH2 Closing, and to contribute their PEGH2 Units (Capital) and PEGH2 Units (Profits Interest) in exchange for equity interests in Newco. “Units (Profits Interest)” and “Units (Capital)” have the meanings set forth in the Third Amended and Restated Agreement of Limited Partnership of Pattern Energy Group Holdings 2 LP, dated effective as of November 1, 2019 and attached as Exhibit 10.1 to Pattern’s Current Report on Form8-K previously filed on November 4, 2019.

The executive officers’ PEGH2 Units (Profits Interest) will be exchanged for Newco Units that, if unvested at the time of the PEGH2 Closing, will remain subject to vesting, 50% on each of June 1, 2020 and June 1, 2021, if the holder remains employed with Newco or its affiliate on the applicable vesting date, subject to remaining outstanding and continuing to vest upon certain good leaver events, including a termination of employment without cause, resignation of employment for good reason, upon death or disability, following anon-renewal of the holder’s employment agreement prior to 2023 or upon the holder’s retirement. Unvested Newco Units will immediately vest upon certain events constituting a change in control of Newco. In addition, two named executive officers, Messrs. Lyon and Pedersen, who do not currently hold PEGH2 Units (Profits Interest) will be granted new equity interests in Newco intended to replicate the treatment that the existing PEGH2 Units (Profits Interest) holders will receive upon the PEGH2 Closing, including with respect to the vesting terms described above.

Executive officers and certain other members of management will be eligible to participate in the right to an aggregate earnout payment of up to $50.0 million in respect of contributed PEGH2 Units (Profits Interest) plus an aggregate earnout payment of up to $1.0 million in respect of the executive officers’ contributed PEGH2 Units (Capital). These earnout payments would be earned upon a future sale of RPE II’s equity interests in Newco at specified threshold amounts.

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The table below in the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Pattern Equity Awards and PEGH2 Units—Executive Officer Holdings” sets forth, for each executive officer, (i) the estimated number of Pattern Rollover Awards and PEGH2 Units (Capital) and PEGH2 Units (Profits Interest) estimated to be held as of January 31, 2020, (ii) the number of Newco Units that will be issued and / or exchanged for such Pattern Rollover Awards and PEGH2 Units, (iii) the estimated value of such Newco Units held by the executive officers and (iv) the estimated value of the maximum potential earnout payments that may be paid to executive officers in respect of their contributed PEGH2 Units (Capital) and PEGH2 Units (Profits Interest), as described below.

Pattern Equity Awards and PEGH2 Units—Executive Officer Holdings

Following the PEGH2 Closing, it is anticipated that, based on Pattern Rollover Awards and PEGH2 Units (Capital) and PEGH2 Units (Profits Interest) estimated to be held by our executive officers as of January 31, 2020, our executive officers will receive the following number of Newco Units, which number may change if there are subsequent grants or forfeitures of Pattern Rollover Awards, PEGH2 Units (Capital), PEGH2 Units (Profits Interest) or Newco Units, with the associated estimated valuations and estimated potential maximum future earnout payments, if achieved:

Pattern Restricted Shares, Pattern Performance Shares and PEGH2 Units (Capital)

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PEGH2 Units (Profits Interest)

Long-Term Incentive Plan

In connection with entry into the Contribution Agreement, CPPIB and RPE II have agreed that Newco will establish a management long-term incentive plan (the “LTIP”), with respect to which certain Pattern employees, including our executive officers, will participate following the PEGH2 Closing. As of the date of this proxy statement, no LTIP awards have been granted. It is anticipated that the LTIP will consist of profits-interest based awards that are intended, above certain thresholds, to provide cash payments related to the annual adjusted cash flows of Newco and participants will have the right to request a redemption of their awards at the end of certain periods after the PEGH2 Closing.

Quantification of Potential Payments and Benefits to Our Named Executive Officers

In accordance with Item 402 ofRegulation S-K, the table below sets forth the amount of payments and benefits that each of our named executive officers would or may receive in connection with the Merger. The amounts reported below are based on various assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in footnotes to the table. For example, we have assumed, among other things, that (1) the Effective Time of the Merger is January 31, 2020, which is the assumed date of the Closing solely for the purposes of disclosure in this section; (2) the Company Performance Shares are based on maximum in accordance with the terms of the Merger Agreement; (3) the employment of each of our named executive officers is terminated by us without “cause” or due to the named executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case, immediately following the assumed Effective Time of January 31, 2020; (4) the number of equity awards held by each named executive officer on January 31, 2020 is the same as the number of equity awards that will be held by each such named executive officer at the Effective Time, such that the equity values in the table below do not take into account any vesting or forfeitures that may occur between January 31, 2020 and the Effective Time; (5) no reductions of any payments or benefits would be triggered pursuant to excise tax provisions in any named executive officer’s applicable agreement and (6) confirmation by the relevant Board committee of 2017 performance goal achievement associated with Company Performance Shares granted in 2017 will occur prior to the Effective Time.

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The actual amounts payable to our named executive officers will depend on whether the named executive officer experiences a qualifying termination, the date of termination (if any) and the terms of the plans or agreements in effect at such time, and accordingly may differ materially from the amounts set forth below.

For purposes of this discussion, “single trigger” refers to benefits that arise solely as a result of the Closing and “double trigger” refers to benefits that arise as a result of the Closing accompanied by a qualifying termination of employment on or following the Closing.

In addition, pursuant to the Employment Agreements for the named executive officers (other than Mr. Garland), upon a “double-trigger” termination by Pattern without cause or by the executive for good reason, each named executive officer will become entitled to alump-sum cash severance payment consisting of (a) 12 months of his base salary plus (b) 1.8 times his average annual cash bonus. Pursuant to Mr. Garland’s employment agreement, upon a “double-trigger” termination by Pattern without “cause” or by Mr. Garland for “good reason,” he will become entitled to alump-sum cash severance payment equal to 2.8 times the sum of his (x) annual base salary and (y) his average annual cash bonus.

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Additional Compensation in connection with the PEGH2 Closing

In addition to the amounts described above, our named executive officers will also be entitled to the payments described above under “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Pattern Equity Awards and PEGH2 Units—Executive Officer Holdings—PEGH2 Units (Profits Interest)” upon the PEGH2 Closing.

Canadian Securities Law Matters

MI61-101

Pattern is a reporting issuer (or the equivalent) under applicable Canadian securities laws in each of the provinces and territories of Canada and is, among other things, subject to the provisions of MI61-101.MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, including by requiring, in certain specified circumstances, and subject to certain exceptions, enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, and independent valuations. The protections afforded by MI61-101 apply to, among other transactions, “business combinations” (as defined in MI61-101), which are certain transactions that can result in the interests of holders of equity securities of an issuer being terminated without their consent.

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If any “related party” (as defined in MI61-101) of Pattern (i) is a party to any “connected transaction” to the Merger, (ii) is entitled to receive, directly or indirectly, as a consequence of the Merger, consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, or (iii) is entitled to receive, directly or indirectly, as a consequence of the Merger, a “collateral benefit” (as defined in MI61-101), the Merger will constitute a “business combination” for the purposes of MI61-101 and will require “minority approval” in accordance with MI61-101. The Merger is a business combination for Pattern under MI61-101, as certain senior officers of Pattern are participating in a connected transaction and/or receiving different consideration for certain of their equity securities of Pattern (see “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Treatment of Pattern Equity Awards” beginning on page 74 of this proxy statement and “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Interests of Our Directors and Executive Officers in the Contribution Agreement—Treatment of Equity Interests in PEGH2” beginning on page 75 of this proxy statement), or may be receiving a collateral benefit. As such, the Merger must be approved by a majority of the votes cast by holders of Company Common Stock at the special meeting, excluding those votes attached to shares of Company Common Stock that are beneficially owned, or over which control or direction is exercised, by (i) Pattern, (ii) the related parties of Pattern who are parties to a connected transaction or can be considered to be receiving different consideration or a collateral benefit, (iii) related parties of such related parties and (iv) “joint actors” (as defined in MI61-101) of persons referred to in (ii) or (iii) above. This approval is in addition to the requirement under Delaware law that the proposal to adopt the Merger Agreement be approved by the affirmative vote of the holders of a majority of Company Common Stock and Company Preferred Stock, voting together as a single class, in each case outstanding and entitled to vote thereon.

Pattern is not required to obtain a formal valuation under MI61-101 as no “interested party” (as defined in MI61-101) is, as a consequence of the Merger, directly or indirectly acquiring Pattern or its business or combining with Pattern, whether alone or with joint actors, and no interested party is party to a connected transaction to the Merger that is a “related party transaction” (as defined in MI61-101) for which Pattern would be required to obtain a formal valuation. To the knowledge of the directors and senior officers of Pattern, there have been no prior valuations in respect of Pattern (as contemplated in MI61-101) in the 24 months prior to the date of the Merger Agreement, and, except as discussed in this proxy statement under the section captioned “Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Background of the Merger,”no bona fide prior offer (as contemplated in MI61-101) that relates to the transactions contemplated by the Merger has been received by Pattern during the 24 months before the execution of the Merger Agreement.

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Excluded Votes

Pursuant to Part 8 of MI61-101, an aggregate of 1,210,049 votes attached to shares of Company Common Stock will be excluded in determining “minority approval” of the Merger (assuming the votes attached to treasury stock held by Pattern are not cast). The votes attached to shares of Company Common Stock beneficially owned, or over which control or direction is exercised, by Pattern and the following “senior officers” (within the meaning ofMI 61-101) of Pattern will be excluded in determining whether minority approval of the Merger has been obtained underMI 61-101. To the knowledge of Pattern, any interested party and the directors and senior officers of Pattern, after reasonable inquiry, the share ownership of such persons as of January 31, 2020 is shown in the table below:

UnderMI 61-101, a benefit to be received by a related party of an issuer as a consequence of a transaction will not be a “collateral benefit” if, among other things, it is received solely in connection with the related party’s services as an employee, director or consultant of the issuer, an affiliated entity of the issuer or a successor to the business of the issuer where, among other things: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) at the time the transaction is agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than one per cent of the outstanding shares of each class of equity securities of the issuer. None of thenon-employee directors of Pattern are party to a connected transaction to the Merger, receiving different consideration in the Merger than the general body of holders of Company Common Stock, or receiving a collateral benefit. Accordingly, the votes attached to shares of Company Common Stock held by suchnon-employee directors will not be excluded in determining minority approval of the Merger underMI 61-101.

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Ownership of Securities of Pattern

The following table sets out the number, designation and percentage of the outstanding securities of Pattern beneficially owned, or over which control or direction is exercised, by each of our directors and officers (as defined under Canadian securities laws) as of January 31, 2020: