Pattern Energy Securities Litigation

CASE BACKGROUND

On February 25, 2020, certain shareholders of Pattern Energy Group Inc. (“Pattern Energy”) filed a Class Action Complaint in the District of Delaware (the “Federal Action”) now captioned In re Pattern Energy Group Inc. Securities Litigation, No. 20-cv-275-MN-JLH against Pattern Energy and its directors and officers alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 based on the dissemination of a false and misleading Proxy Statement in connection with a merger (the “Merger”) on February 4, 2020 between Pattern Energy and Canada Pension Plan Investment Board (“CPPIB”). The Proxy Statement filed in connection with the Merger failed to disclose to Pattern Energy shareholders how Riverstone Holdings LLC, its affiliates and certain officers of Pattern Energy allegedly used their control of Pattern Energy’s sister company, Pattern Development, and the Pattern Energy board to corrupt the sales process, co-opt the disclosure process, block Brookfield Renewable Partners L.P.’s superior bid and, ultimately, steer the sales process for Pattern Energy to Riverstone’s preferred purchaser, CPPIB.

On March 29, 2021, lead plaintiffs in the Federal Action (“Federal Lead Plaintiffs”) filed a Second Amended Class Action Complaint that incorporated facts obtained from a motion challenging the confidential treatment of information in a parallel proceeding pending in the Court of Chancery for the State of Delaware (the “Chancery Court”), captioned In re Pattern Energy Group Inc. Stockholders Litigation, C.A. No. 2020-0357-MTZ (the “Chancery Action”).

On April 17, 2023, the Honorable Maryellen Noreika issued an order granting Federal Lead Plaintiffs’ Unopposed Motion for Approval of Form and Protocol for Notice to the Class (Federal Action Dkt. No. 268). Pursuant to this order, notice was provided to persons or entities who may have held Class A common stock of Pattern Energy as of January 31, 2020. The order also approved the publication of this website to provide important case updates.

Following expedited discovery, including over 30 fact and expert depositions, and extensive preparation for trial that was scheduled for October 2023, on September 3, 2023, Federal Lead Plaintiffs entered into a binding settlement term sheet with Defendants and the lead plaintiff in the related Chancery Action (collectively, the “Parties”), memorializing a global resolution of all claims brought in the Federal and Chancery Courts.

The Parties ultimately signed a Stipulation and Agreement of Settlement, Compromise, and Release, which was filed with the Federal and Chancery Courts on December 6, 2023 (the “Stipulation”). The Stipulation includes the following modified class definition:

All record and beneficial owners of PEGI common stock, as of March 16, 2020 (the date of the consummation of the Merger), who received Merger consideration, together with their respective successors and assigns, but excluding (i) Defendants; (ii) PEGI; (iii) any parent, subsidiary, or affiliate of Defendants that are entities; (iv) any person or entity who is or was on March 16, 2020 a partner, executive officer, director, or controlling person of the foregoing; (v) members of the immediate families of any of the foregoing; (vi) any entity in which any of the foregoing has or had on March 16, 2020 a controlling interest; (vii) Defendants’ directors’ and officers’ liability insurance carriers, and any parents, affiliates, or subsidiaries thereof; (viii) persons who held PEGI common units that were borrowed as part of a short sale transaction (only with respect to their holdings in such borrowed shares); and (ix) the legal representatives, agents, heirs, successors, and assigns of any excluded party.

Judge Noreika entered an order on December 7, 2023, directing the Parties “to proceed with obtaining approval and administration of the Settlement through the Court of Chancery.”

On December 29, 2023, Vice Chancellor Zurn issued a Scheduling Order in the Chancery Court governing the procedures for effecting notice to members of the settlement class and setting a hearing in the Court of Chancery on May 3, 2024 at 1:30 p.m. ET (“Settlement Hearing”). Even if you wish to object to the proposed settlement only with respect to the Federal Action, your written objection must be submitted to the Court of Chancery in advance of the Settlement Hearing.

The Notice, Stipulation and Agreement of Settlement, Compromise, and Release and relevant court orders are available on the Documents page of this website.

Additional information relating to the pending settlement can be found here.