Brookfield Renewable Partners L.P. (
TSX: BEP.UN;
NYSE: BEP) (“
Brookfield
Renewable” or "
BEP") and Brookfield Asset
Management Inc. (“
BAM”) today announced a
secondary offering of 10,236,000 limited partnership units of
Brookfield Renewable (“
LP Units”) by certain
affiliates of BAM (the “
Selling Securityholders”)
on a bought deal basis to a syndicate of underwriters led by
Scotiabank, TD Securities Inc. and CIBC Capital Markets
(collectively, the “
Underwriters”) for
distribution to the public. The Selling Securityholders have agreed
to sell the LP Units at a price of $48.85 per LP Unit, for gross
proceeds of $500,028,600. Brookfield Renewable is not selling any
LP Units in the offering and will not receive any of the proceeds
from the offering of LP Units by the Selling Securityholders.
Certain of the Selling Securityholders have also
granted the Underwriters an over-allotment option to purchase up to
an additional 15% of the LP Units 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
$575,032,890.
BAM currently owns approximately 61% of
Brookfield Renewable’s issued and outstanding LP Units on a
fully-exchanged basis. Upon the closing of the offering, it is
anticipated that BAM will own approximately 57% of Brookfield
Renewable’s issued and outstanding LP Units on a fully-exchanged
basis (or 57% if the Over-Allotment Option is exercised in
full).
Closing of the Offering is subject to a number
of closing conditions and is expected to occur on or about
June 3, 2020.
This offering is only made by prospectus.
Brookfield Renewable has previously filed with the securities
commission in each of the provinces and territories of Canada a
shelf prospectus and a corresponding registration statement on Form
F-3 (including a prospectus) with the United States Securities and
Exchange Commission (the “SEC”), which has become
effective under the Securities Act of 1933, as amended. A
preliminary prospectus supplement describing the offering will
be filed with the SEC and final prospectus supplements describing
the offering will be filed with the SEC and the Canadian securities
commissions on or before May 27, 2020. The prospectuses contain,
and the related supplements will contain, important detailed
information about the securities being offered. Before investing,
you should read the prospectuses and other documents filed by
Brookfield Renewable with the SEC and the Canadian securities
commissions for information about Brookfield Renewable and this
offering. Copies of the prospectuses and related prospectus
supplements, when available, may be obtained from: Scotia Capital
Inc., Attention: Equity Capital Markets, Scotia Plaza, 62nd Floor,
40 King Street West, Toronto, Ontario M5H 3Y2, or by telephone at
1-416-863-7704 or by email at
equityprospectus@scotiabank.com and in the United States from
Scotia Capital (USA) Inc., Attention: Equity Capital Markets, 250
Vesey Street, 24th Floor, New York, New York, 10281, or by
telephone at 1-212-225-6853 or by email at
equityprospectus@scotiabank.com. You may also obtain these
documents free of charge by visiting the SEC’s website at
www.sec.gov or SEDAR at www.sedar.com.
This press release does not provide full
disclosure of all material facts relating to the securities
offered. Investors should read the prospectuses, any amendments and
any applicable shelf prospectus supplements for disclosure of those
facts, especially risk factors relating to the securities offered,
before making an investment decision.
This news release does not constitute an offer
to sell securities, nor is it a solicitation of an offer to buy
securities, in any jurisdiction. Any sales will be made through
registered securities dealers in jurisdictions where the offering
has been qualified for distribution.
Brookfield Renewable
Partners
Brookfield Renewable Partners 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 a
13,000 megawatt development pipeline. Brookfield Renewable is
listed on the New York and Toronto stock exchanges. Further
information is available at https://bep.brookfield.com. 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.
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 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 the previously announced proposed
acquisition by Brookfield Renewable of TerraForm Power, Inc. (the
“TERP acquisition”); uncertainties as to whether
TERP’s stockholders not affiliated with Brookfield Renewable will
approve any transaction; uncertainties as to whether the other
conditions to the TERP acquisition will be satisfied or satisfied
on the anticipated schedule; the growth of our portfolio and our
inability to realize the expected benefits of our transactions or
acquisitions, including the proposed TERP acquisition; 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 the Form 20-F of
Brookfield Renewable Partners L.P. and other risks and factors that
are described therein and in, or incorporated by reference in, the
registration statement and prospectus supplement thereto.
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.