Brookfield Renewable Announces Secondary Offering of C$325 Million of Exchangeable Shares By Brookfield Asset Management
October 05 2020 - 4:36PM
Brookfield Renewable Partners L.P. (the
“
Partnership”) (
NYSE:
BEP; TSX:
BEP.UN), Brookfield
Renewable Corporation
(“
BEPC” and
together with the Partnership, “
Brookfield
Renewable”) (
NYSE/TSX:
BEPC) and Brookfield
Asset Management Inc. (“
BAM”)
(
NYSE: BAM; TSX: BAM.A) today
announced a secondary offering (the “
Offering”) of
4,055,000 class A exchangeable subordinate voting shares (the
“
Exchangeable Shares”) of BEPC by a subsidiary of
BAM (the “
Selling
Securityholder”) on a bought deal basis to a
syndicate of underwriters co-led by Scotiabank, RBC Capital
Markets, TD Securities Inc., BMO Capital Markets and CIBC Capital
Markets (collectively, the “
Underwriters”) for
distribution to the public. The Selling Securityholder has agreed
to sell the Exchangeable Shares at a price of C$80.20 per
Exchangeable Share (the “
Offering Price”), for
gross proceeds of C$325 million. Brookfield Renewable is not
selling any Exchangeable Shares in the Offering and will not
receive any of the proceeds from the
Offering.
The Selling Securityholder has granted the
Underwriters an over-allotment option to purchase up to an
additional 15% of the Exchangeable Shares to be sold pursuant to
the Offering at the Offering Price (the “Over-Allotment
Option”). The Over-Allotment Option is exercisable for a
period of 30 days from the date of the final prospectus supplement
relating to the Offering. If the Over-Allotment Option is exercised
in full, the gross proceeds of the Offering will increase to C$374
million.
Each Exchangeable Share is structured with the
intention of providing an economic return equivalent to one
non-voting limited partnership unit (a “Unit”) of
the Partnership (subject to adjustment to reflect certain capital
events). Each Exchangeable Share will be exchangeable at the option
of the holder for one Unit (subject to adjustment to reflect
certain capital events) or its cash equivalent (the form of payment
to be determined at the election of Brookfield Renewable).
BAM currently owns an approximate 52% equity
interest in Brookfield Renewable, on a fully-exchanged basis.1 Upon
closing of the Offering, it is anticipated that BAM will own an
approximate 51% equity interest in Brookfield Renewable, on a fully
exchanged-basis (and 51% if the Over-Allotment Option is exercised
in full), which includes 35% of the issued and outstanding
Exchangeable Shares (and 35% if the Over-Allotment Option is
exercised in full).
The Offering is subject to a number of closing
conditions and is expected to close on or about October 13,
2020.
This news release
does not constitute an offer of securities
for sale in the United States. The Exchangeable Shares will not be
and have not been registered under the U.S. Securities Act
of 1933, as amended (the “U.S. Securities Act”)
and may not be offered or sold in the United
States or to “U.S. persons”
(within the meaning of Regulation S under the U.S. Securities Act)
except pursuant to a private resale exemption under the U.S.
Securities Act and in compliance with U.S. state securities laws,
to “qualified institutional buyers” (as defined in Rule 144A under
the U.S. Securities Act). There shall not be any public offering of
the Exchangeable Shares in the United States.
Brookfield
Renewable operates one of the world’s largest
publicly traded, pure-play renewable power platforms. Our portfolio
consists of hydroelectric, wind, solar and storage facilities in
North America, South America, Europe and Asia, and totals over
19,000 megawatts of installed capacity and an 18,000 megawatt
development pipeline. Investors can access our portfolio either
through Brookfield Renewable Partners L.P. (NYSE: BEP; TSX:
BEP.UN), a Bermuda-based limited partnership, or Brookfield
Renewable Corporation (NYSE, TSX: BEPC), a Canadian corporation.
Further information is available at www.bep.brookfield.com and
www.bep.brookfield.com/bepc. Important information may be
disseminated exclusively via the website; investors should consult
the site to access this information.Brookfield Renewable is the
flagship listed renewable power company of BAM, a leading global
alternative asset manager with over $515 billion of assets under
management.For more information, please contact:
Media:Claire HollandSenior Vice President,
Communications Tel: (416) 369-8236 Email:
claire.holland@brookfield.com |
Investors:Cara SilvermanManager – Investor
RelationsTel: (416) 649-8172Email:
cara.silverman@brookfield.com |
Cautionary Statement Regarding
Forward-looking
Statements
This news release contains forward-looking
statements and information within the meaning of applicable
securities laws. The words “will”, “intend”, “should”, “could”,
“target”, “growth”, “expect”, “believe”, “plan”, derivatives
thereof and other expressions which are predictions of or indicate
future events, trends or prospects and which do not relate to
historical matters identify the above mentioned and other
forward-looking statements. Forward-looking statements in this news
release include statements regarding the Offering, BAM’s expected
ownership interest in Brookfield Renewable upon closing of the
Offering and the expected closing date of the Offering. Although
Brookfield Renewable believes that these forward-looking statements
and information are based upon reasonable assumptions and
expectations, you should not place undue reliance on them, or any
other forward-looking statements or information in this news
release. The future performance and prospects of Brookfield
Renewable are subject to a number of known and unknown risks and
uncertainties. Factors that could cause actual results of
Brookfield Renewable to differ materially from those contemplated
or implied by the statements in this news release include (without
limitation) the failure to satisfy the customary closing conditions
the offering, our inability to identify sufficient investment
opportunities and complete transactions, including weather
conditions and other factors which may impact generation levels at
facilities; economic conditions in the jurisdictions in which
Brookfield Renewable operates; ability to sell products and
services under contract or into merchant energy markets; changes to
government regulations, including incentives for renewable energy;
ability to complete development and capital projects on time and on
budget; inability to finance operations or fund future acquisitions
due to the status of the capital markets; health, safety, security
or environmental incidents; regulatory risks relating to the power
markets in which Brookfield Renewable operates, including relating
to the regulation of our assets, licensing and litigation; risks
relating to internal control environment; contract counterparties
not fulfilling their obligations; changes in operating expenses,
including employee wages, benefits and training, governmental and
public policy changes, and other risks associated with the
construction, development and operation of power generating
facilities. For further information on these known and unknown
risks, please see “Risk Factors” included in (i) the Form 20-F of
the Partnership and (ii) the prospectus of BEPC dated June 29, 2020
in respect of the special distribution of Exchangeable Shares to
unitholders of the Partnership, and other risks and factors that
are described therein.
The foregoing list of important factors that may
affect future results is not exhaustive. The forward-looking
statements represent our views as of the date of this news release
and should not be relied upon as representing our views as of any
subsequent date. While we anticipate that subsequent events and
developments may cause our views to change, we disclaim any
obligation to update the forward-looking statements, other than as
required by applicable law.
1 Percentage assumes that all of the outstanding
redeemable/exchangeable partnership units of Brookfield Renewable
Energy L.P. (“BRELP”) and Exchangeable Shares are exchanged for
Units (on a one-for-one basis). Assuming that only all of the
redeemable/exchangeable partnership units of BRELP and Exchangeable
Shares beneficially owned by BAM are exchanged for Units (on a
one-for-one basis), the percentage would be approximately 61%.
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