SUBJECT TO COMPLETION, DATED APRIL 8, 2021
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 8, 2021
Brookfield BRP Holdings (Canada) Inc.
$
% Perpetual Subordinated Notes
Guaranteed, on a subordinated basis, by
Brookfield Renewable Partners L.P. and the other guarantors identified herein
Brookfield BRP Holdings (Canada) Inc. (the Issuer) is offering
$ principal amount of unsecured % perpetual subordinated
notes (the Notes). The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the Brookfield Renewable Partners L.P. (the
Partnership), and will also be guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts, by each of Brookfield Renewable Energy L.P. (BRELP), BRP
Bermuda Holdings I Limited (LATAM HoldCo), Brookfield BRP Europe Holdings (Bermuda) Limited (Euro HoldCo), Brookfield Renewable Investments Limited (InvestCo) and BEP Subco Inc.
(Canada SubCo, and together with the Partnership, BRELP, LATAM Holdco, Euro HoldCo and InvestCo, the Guarantors, and all guarantees together, the Guarantees).
As described under Use of Proceeds herein, we intend to allocate an amount equal to the net proceeds from this offering to
finance and/or refinance investments made in renewable power generation assets or businesses and to support the development of clean energy technologies that constitute Eligible Investments (as defined herein), including the potential
redemption of the Partnerships Class A Preferred Limited Partnership Units, Series 9, the proceeds of which were used to finance Eligible Investments and which are redeemable by the Partnership on July 31, 2021. Pending the
allocation of an amount equal to the net proceeds of the Notes to finance or refinance Eligible Investments, the unallocated portion of the net proceeds may be temporarily used for the repayment of our outstanding indebtedness.
The Issuer will pay interest on the Notes quarterly on
every , ,
, and of each year during which the Notes are outstanding
(each such quarterly date, an Interest Payment Date). The first Interest Payment Date will be , 2021. The Issuer will pay interest on
the Notes at a fixed rate of % per year in equal quarterly installments in arrears on each Interest Payment Date.
The Issuer may, at its discretion, elect to defer any payment of interest (in whole or in part) which is otherwise scheduled to be paid on an
Interest Payment Date. If the Issuer elects not to make all or part of any payment of interest on an Interest Payment Date, then neither the Issuer nor any Guarantor will have any obligation to pay such interest on the relevant Interest Payment
Date. Deferred interest will accrue, compounding on each subsequent Interest Payment Date, until paid. Such deferral will not constitute an Event of Default (as defined herein) or any other breach under the indenture in respect of the Notes and the
Guarantees (the Indenture) or under the Notes and Guarantees. See Description of the Notes. Further, holders of the Notes may only have claim to the principal amount of their Notes upon certain events of
bankruptcy or insolvency of the Issuer or the Partnership. See Risk Factors Risks Related to the Notes The Notes will have limited events of default.
The Notes are perpetual securities in respect of which there is no fixed maturity date or fixed redemption date. The Notes will be issued in
minimum denominations of $25 and integral multiples of $25 in excess thereof.
On or after
, 2026, the Issuer may, at its option, redeem the Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.
At any time, after
the occurrence of a Tax Event (as hereinafter defined), the Issuer may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to,
but excluding, the date fixed for redemption.
At any time, within 120 days following the occurrence of a Rating Event (as hereinafter
defined), the Issuer may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest to, but excluding, the date fixed for redemption.
There is no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this prospectus
supplement. This may affect the pricing of the Notes in the secondary market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. The Issuer intends to apply to list the Notes on the
New York Stock Exchange (NYSE). If the application is approved, the Issuer expects trading on the NYSE to begin within 30 days of the issuance of the Notes.
Investing in the Notes involves risks. See Risk Factors on page S-16 of this prospectus supplement, Risk Factors on page 1 of the accompanying base prospectus dated April 8, 2021, the risk
factors included in the Partnerships Annual Report (as defined herein), and the risks in other documents we incorporate in this prospectus supplement by reference, for information regarding risks you should consider before investing in Notes.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission or Canadian
securities regulator has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to Public(1)
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Underwriting Discount
and Commissions(2)
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Proceeds to
the Issuer (before expenses)(3)
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Per Note
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%
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%
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Total (4)
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$
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$
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$
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(1)
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Plus accrued interest, if any,
from , 2021, if initial settlement occurs after that date. The offering price of the Notes will be payable in U.S. dollars.
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(2)
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Reflects
$ principal amount of Notes sold to institutional investors, for which the underwriters received an underwriting commission of
$ per Note, and $ principal amount of Notes sold to retail
investors, for which the underwriters received an underwriting commission of $ per Note. Does not reflect the Over-Allotment Option (as defined herein).
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(3)
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Proceeds of the offering after deducting the underwriting commission but before accounting for any additional
expenses of the offering paid or payable by the Issuer. Total expenses of the offering, excluding the underwriting commission, are estimated to be approximately
$ . See Underwriting.
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(4)
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Assumes no exercise of the Over-Allotment Option (as defined herein).
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The Issuer has granted the underwriters the right (the Over-Allotment Option), exercisable until the date which is 30 days
following the date of this prospectus supplement, to purchase from the Issuer on the same terms up to an additional $ principal amount of Notes. If the Over-Allotment Option is
exercised in full and all of the additional $ principal amount of Notes is sold to retail investors, for which the underwriters would receive an underwriting commission of
$ per Note, the total Price to Public, Underwriting Discount and Commissions and Proceeds to the Issuer (before expenses) will be
$ , $ and $ , respectively. Where
applicable, references to this offering and Notes in this prospectus supplement shall include the Notes issued pursuant to the exercise of the Over-Allotment Option. See Underwriting.
Subject to applicable laws, the underwriters may, in connection with this offering, effect transactions intended to stabilize or maintain the
market price of the Notes at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The underwriters propose to offer the Notes initially at the offering price
specified above. After the underwriters have made reasonable efforts to sell all of the Notes offered by this prospectus supplement at such price, the underwriters may reduce the offering price to investors from time to time in order to sell any of
the Notes remaining unsold. Any such reduction in the offering price shall not affect the purchase price to be paid to the Issuer. See Underwriting.
The underwriters expect to deliver the Notes through the facilities of The Depository Trust Company (DTC) on or about
, 2021, which is the business day following the date of pricing of the Notes (such settlement cycle being
referred to as T+ ). Purchasers of the Notes should note that trading of the Notes may be affected by this settlement date.
Joint Book-Running Managers
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Wells Fargo Securities
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BofA Securities
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J.P. Morgan
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Morgan Stanley
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RBC Capital Markets
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The date of this prospectus supplement is
, 2021