Brookfield Renewable Partners L.P. (“
Brookfield
Renewable” or “
BEP”) (NYSE: BEP; TSX:
BEP.UN) today announced that it has set July 27, 2020 as the record
date for the previously announced special distribution of class A
exchangeable subordinate voting shares (the
“
Shares”) of Brookfield Renewable Corporation
(“
BEPC”). From an economic and accounting
perspective, the special distribution will be analogous to a unit
split as it does not result in any underlying change to aggregate
cash flows or net asset value except for the adjustment for the
aggregate number of units/shares outstanding.
On July 30, 2020, the holders of BEP’s limited
partnership units (“BEP units”)
of record as of July 27, 2020 will receive one (1) Share of BEPC
for every four (4) BEP units held, or 0.25 Shares for each BEP
unit. The Shares will be structured with the intention of being
economically equivalent to BEP units, including identical
distributions, and each Share will be exchangeable at the option of
the holder for one BEP unit at any time. The Shares will provide
investors with the equivalent economic exposure to BEP but through
a traditional corporate structure.
The timing of the special distribution will help
facilitate the pending merger of TerraForm Power, Inc.
(“TerraForm Power”) into Brookfield Renewable (the
“TERP acquisition”), which is expected to close on
or about July 31, 20201, as TerraForm Power stockholders are being
offered the right to receive BEPC Shares as consideration in the
TERP acquisition. Stockholders of TerraForm Power will not
participate in the special distribution.
“BEPC Shares will provide investors greater
flexibility to invest in Brookfield Renewable’s globally-diverse
portfolio of renewable assets,” said Sachin Shah, Chief Executive
Officer of Brookfield Renewable. “This positions us well to
continue attracting new investors to our high-quality renewable
power portfolio.”
BEPC has received conditional approval to list
the Shares on the New York Stock Exchange (the
“NYSE”) and the Toronto Stock Exchange (the
“TSX”) under the symbol BEPC. Listing of the
Shares on the NYSE and the TSX is subject to BEPC fulfilling all of
the requirements of the NYSE and the TSX, respectively.
BEP and BEPC have filed a final prospectus in
respect of the special distribution of the Shares, and the
registration statement relating to the special distribution has
been declared effective.
BEP unitholders will receive a cash payment in
lieu of any fractional interests in a Share. Brookfield Renewable
will use the five-day volume-weighted average trading price of the
Shares immediately following the special distribution to determine
the value of any fractional interests in a Share.
Holders of the Shares will be entitled to
dividends as and when they are declared by the Board of Directors
of BEPC. It is anticipated that BEPC’s dividend policy will be to
declare and pay dividends on the Shares at the same time and in the
same amount per Share as distributions are declared and paid on a
BEP unit. This dividend policy has been set to provide holders of
the Shares with an economic return equivalent to holders of BEP
units. Regarding distributions on the BEP units and dividends on
the Shares, BEP unitholders and holders of the Shares should note
the following:
- Following completion of the special distribution and subject to
Board approval, the regular quarterly distribution received on BEP
units and Shares going forward will be $0.4340 per BEP unit/Share.
As a result, the aggregate distribution received by a holder on its
BEP units and Shares (assuming the securities are retained) will be
the same as the holder would have received if the special
distribution had not occurred
- BEPC anticipates that its first quarterly dividend of $0.4340
will be paid on September 30, 2020 to holders of record as of
August 31, 2020, subject to Board approval
The NYSE and the TSX will both implement
“when-issued” and “due bill” trading commencing July 24, 2020 and
ending at the close of business on July 29, 2020. During this time
period, these designations will impact how our securities trade on
both exchanges. Investors should be aware of the following
features:
- Trades in “BEP” and “BEP.UN” on the NYSE and TSX, respectively,
will include BEP units and the entitlement to receive the Shares on
July 30, 2020 (i.e., should trade on a pre-split basis)
- Trades in “BEPC WI” and “BEPC” on the NYSE and TSX,
respectively, will include only the entitlement to receive the
Shares (i.e., should trade on a split-adjusted basis), allowing a
holder to buy and sell Shares. Accordingly, trades in “BEPC WI” or
“BEPC” on or after July 24, 2020 allow a person to trade the
entitlement to receive the Shares without trading any BEP units he
or she may hold. BEPC expects “when-issued” trades of Shares to
settle two (2) business days after completion of the special
distribution
- Trades in “BEP WI” and “BEP.W” on the NYSE and TSX,
respectively, will include BEP units only (i.e., should trade on a
split-adjusted basis), allowing a holder to sell BEP units
post-split without concurrently selling the entitlement to receive
the Shares on July 30, 2020. Accordingly, trades in “BEP WI” or
“BEP.W” on or after July 24, 2020 allow a person to trade BEP units
without trading any right to receive any Shares pursuant to the
special distribution.
Beginning on July 30, 2020, BEPC and BEP will
trade under their respective symbols on both exchanges.
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 a 14,000 megawatt development pipeline. Brookfield
Renewable is listed on the New York and Toronto stock exchanges.
Brookfield Renewable Partners is listed on the New York and Toronto
stock exchanges. Further information is available at
bep.brookfield.com.
Brookfield Renewable is the flagship listed renewable power
company of Brookfield Asset Management, a leading global
alternative asset manager with over $515 billion of assets under
management. For more information, go to www.brookfield.com.
For more information, please contact:
Media:Claire Holland Vice President,
Communications Tel: (416) 369-8236 Email:
claire.holland@brookfield.com |
Investors:Cara Silverman Manager, Investor
Relations Tel: (416) 649-8172 Email:
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”, “expect”, “anticipated” or
derivations thereof and other expressions which are predictions of
or indicate future events, trends or prospects, and which do not
relate to historical matters, identify forward-looking statements.
Forward-looking statements in this news release include statements
regarding BEPC, the special distribution of the Shares, the ability
of Brookfield Renewable to attract new investors and the completion
of the TERP acquisition. Although Brookfield Renewable believes
that these forward-looking statements and information are based
upon reasonable assumptions and expectations, the reader 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 and BEPC are
subject to a number of known and unknown risks and uncertainties.
In particular, the distribution of the Shares requires final stock
exchange approval, which has not yet been received. Factors that
could cause actual results of BEPC or Brookfield Renewable to
differ materially from those contemplated or implied by the
statements in this news release include the fact that there can be
no assurance that the NYSE or the TSX will approve the listing of
the Shares, the TERP acquisition will be completed and of the
expected trading price of the BEP units and the Shares, including
during the due bill period or on the when-issued markets, as well
as other risks and factors described in the documents filed by
Brookfield Renewable with securities regulators in Canada and the
United States including under “Risk Factors” in Brookfield
Renewable’s most recent Annual Report on Form 20-F and other risks
and factors that are described therein and that are described in
BEP’s and BEPC’s joint registration statement on Form F-1/F-4 (File
Nos. 333-234614 and 333-234614-01) (the “F-1/F-4”), as filed with
the Securities and Exchange Commission (“SEC”) as an amendment to
Form F-1, and the final prospectus in Canada filed in connection
with the distribution of the Shares. Except as required by law,
Brookfield Renewable undertakes no obligation to publicly update or
revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise.
Additional Information and Where to Find
It
This news release is neither a solicitation of a
proxy nor a substitute for any proxy statement or other filings
that may be made with the SEC. Any solicitation will only be made
through materials filed with the SEC. Nonetheless, this news
release may be deemed to be solicitation material in respect of the
transaction by BEP, BEPC and TerraForm Power. BEP and BEPC have
filed relevant materials with the SEC, including the F-1/F-4, that
includes a proxy statement of TerraForm Power and also constitutes
a prospectus of BEP and BEPC. On June 29, 2020, the SEC declared
the F-1/F-4 effective. TerraForm Power commenced mailing the
definitive proxy statement/prospectus to stockholders of TerraForm
Power on or about June 29, 2020. This news release is not a
substitute for the registration statement, proxy
statement/prospectus or any other documents that BEP, BEPC or
TerraForm Power may file with the SEC or send to stockholders in
connection with the transaction. STOCKHOLDERS OF TERRAFORM POWER
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHICH WAS ALSO
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION.
Further, the F-1/F-4 includes a prospectus that
has been filed by BEP and BEPC with the SEC for the special
distribution of the Shares. You should read the prospectus in
the F-1/F-4 and other documents that BEP and BEPC have filed with
the SEC for more complete information about the special
distribution of the Shares.
Investors and security holders may obtain copies
of the F-1/F-4, including the proxy statement/prospectus relating
to the TERP acquisition, the prospectus relating to the special
distribution of the Shares and other documents filed with the SEC
free of charge at the SEC’s website, http://www.sec.gov. Copies of
documents filed with the SEC by Terraform Power are available free
of charge on Terraform Power’s website at
http://www.terraform.com/. Copies of documents filed with the SEC
by BEP and BEPC are available free of charge on BEP’s website at
http://bep.brookfield.com/.
Participants in
Solicitation
TerraForm Power and its directors and executive
officers, BEPC and its directors and executive officers, and BEP
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of
TerraForm Power common stock in respect of the transaction.
Information about the directors and executive officers of TerraForm
Power is set forth on its website at
http://www.terraformpower.com/. Information about the directors and
executive officers of BEP is set forth on its website at
http://bep.brookfield.com/. Information about the directors and
executive officers of BEPC is set forth on the F-1/F-4. Investors
may obtain additional information regarding the interests of such
participants by reading the proxy statement/prospectus regarding
the TERP acquisition. You may obtain free copies of these documents
as described in the preceding paragraph.
Non Solicitation
No securities regulatory authority has either
approved or disapproved of the contents of this news release. This
news release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
________________________________
1 The TERP acquisition remains subject to the approval of a
majority of TerraForm Power stockholders not affiliated with
Brookfield Renewable.
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