Brookfield Renewable Partners L.P. (TSX: BEP.UN; NYSE: BEP)
(“Brookfield Renewable”) today announced that it has made a
non-binding, all-share proposal to acquire the outstanding Class A
common shares of TerraForm Power, Inc. (Nasdaq: TERP) (“TerraForm
Power”), other than the 62% owned by Brookfield Renewable and its
affiliates (this “transaction” or the “proposed transaction”).
Pursuant to the proposed transaction, each Class A common share of
TerraForm Power would be acquired, on a tax-deferred basis, for
consideration equivalent to 0.36 of a Brookfield Renewable unit.
Consideration for the transaction will be in the form of Class A
shares of Brookfield Renewable Corporation (“BEPC shares”). The
proposal values TerraForm Power at $17.31, representing an 11%
premium to the closing share price of TerraForm Power on January
10, 2020.
The proposed transaction would strengthen
Brookfield Renewable’s position as one of the largest
publicly-traded, globally-diversified, multi-technology, pure-play
renewable power platforms with $50 billion in total power assets,
an equity capitalization of approximately $16 billion and a 20-year
track record delivering 18% annualized returns to unitholders since
inception with consistent, stable distribution growth.
“We believe this transaction will create
significant value for investors in both companies through a
simplified corporate structure and continued sponsorship from
Brookfield Asset Management,” said Sachin Shah, CEO of Brookfield
Renewable. “For Brookfield Renewable unitholders, this transaction
is expected to be immediately accretive and further expands our
portfolio in North America and Western Europe, all while delivering
returns in-line with our targets. Further, the proposed transaction
will enhance the liquidity of the BEPC shares.”
He continued, “TerraForm Power shareholders, in
turn, will benefit from access to a broader growth mandate that
includes global, multi-technology and development opportunities,
and increased access to capital and liquidity, underpinned by an
investment grade balance sheet.”
As previously announced, Brookfield Renewable
intends to make a special distribution of BEPC shares to its
unitholders. The BEPC shares will be structured with the intention
of providing an economic return equivalent to Brookfield Renewable
units, including identical distributions, and will be exchangeable,
at the shareholder's option, for Brookfield Renewable units on a
one-for-one basis. As such, the proposed transaction would allow
TerraForm Power shareholders to acquire economic exposure to
Brookfield Renewable through shares of a corporation. The exchange
ratio will be adjusted on a proportional basis to reflect the
contemplated special distribution of BEPC shares to Brookfield
Renewable unitholders, which we expect to close concurrently with
the closing of the proposed transaction.
Brookfield Renewable presented its proposal to
the Board of Directors of TerraForm Power on January 11, 2020. The
proposed transaction is subject to the negotiation and execution of
definitive transaction documents and customary approvals, including
approval of a committee of the Board of Directors of TerraForm
Power consisting solely of independent directors, and the approval
of a majority of TerraForm Power’s stockholders not affiliated with
Brookfield Renewable. Brookfield Renewable will not pursue the
proposed transaction without obtaining these approvals.
There is no assurance that the Board of
TerraForm Power will approve the proposed transaction or that a
transaction will be consummated.
Distribution Declaration
“In light of our recent growth, strong balance
sheet and access to capital, we are pleased to announce that our
Board of Directors has declared a 5% increase to the quarterly
distribution, bringing our annual payout to $2.17 per unit,” added
Mr. Shah.
The next quarterly distribution in the amount of
$0.5425 per unit, is payable on March 30, 2020 to unitholders of
record as at the close of business on February 28, 2020. This
represents an increase of 5% over the prior quarterly distribution
of $0.515 per unit. Brookfield Renewable targets a sustainable
distribution, increasing on average at 5% to 9% annually.
The quarterly dividends on Brookfield
Renewable’s preferred shares and preferred units have also been
declared.
Brookfield Renewable
Partners
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 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 its website; investors should
consult the site to access this information.
Brookfield Renewable is the flagship listed
renewable power company of Brookfield Asset Management, a leading
global alternative asset manager with over $500 billion of assets
under management.
Contact information:Media:
Claire Holland Vice
President – Communications(416)
369-8236
claire.holland@brookfield.com |
Investors:Divya
BiyaniDirector – Investor
Relations(416)
649-8172divya.biyani@brookfield.com |
Cautionary Statement Regarding
Forward-looking Statements
This communication contains forward-looking
statements and information within the meaning of Canadian
provincial securities laws and “forward-looking statements” within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995 and in any applicable
Canadian securities regulations. 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 proposed transaction, the
prospects and benefits of the combined company and the special
distribution of BEPC shares and any other statements regarding
Brookfield Renewable’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance. 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
communication include uncertainties as to whether an agreement of
the proposed transaction will be negotiated and executed;
uncertainties as to whether TerraForm Power will cooperate with
Brookfield Renewable regarding the proposed transaction;
uncertainties as to whether TerraForm Power’s independent committee
will approve any transaction proposed by Brookfield Renewable;
uncertainties as to whether TerraForm Power’s stockholders not
affiliated with Brookfield Renewable will approve any transaction;
uncertainties as to whether the other conditions to the proposed
transaction will be satisfied or satisfied on the anticipated
schedule; the timing of the proposed transaction and whether the
proposed transaction will be completed; failure to realize
contemplated benefits from the proposed transaction; and incurrence
of significant costs in connection with the proposed transactions.
For further information on these known and unknown risks, please
see “Risk Factors” included in the Form 20-F of Brookfield
Renewable and other risks and factors that are described therein
and that are described in Brookfield Renewable’s and BEPC’s joint
preliminary Form F-1 and prospectus filed with the Securities
and Exchange Commission and the securities regulators in
Canada.
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.
Additional Information and Where to Find
It
An agreement in respect of the proposed
transaction described in this communication has not yet been
executed, and this communication is neither a solicitation of a
proxy nor a substitute for any proxy statement or other filings
that may be made with the SEC should the proposed transaction go
forward. Any solicitation will only be made through materials filed
with the SEC. Nonetheless, this communication may be deemed to be
solicitation material in respect of the proposed transaction
proposed by Brookfield Renewable. Should the proposed
transaction go forward, Brookfield Renewable and BEPC expect to
file relevant materials with the Securities and Exchange Commission
(“SEC”), including a registration statement on Form F-4 that
may include a proxy statement of TerraForm Power that also
constitutes a prospectus of Brookfield Renewable and BEPC (the
“F-4”). This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or
any other documents that Brookfield Renewable, BEPC or TerraForm
Power may file with the SEC or send to shareholders in connection
with the proposed transaction. SHAREHOLDERS OF TERRAFORM
POWER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC
(IF AND WHEN THEY BECOME AVAILABLE), INCLUDING THE PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to
obtain copies of the F-4, including the proxy statement/prospectus,
and other documents filed with the SEC (if and when available) free
of charge at the SEC’s website, http://www.sec.gov. Copies of
documents filed with the SEC by Terraform Power will be made
available free of charge on Terraform Power’s website at
http://www.terraform.com/. Copies of documents filed with the
SEC by Brookfield Renewable and BEPC will be made available free of
charge on Brookfield Renewable’s website at
http://bep.brookfield.com/. Such documents are not currently
available.
Participants in
Solicitation
TerraForm Power and its directors and executive
officers, BEPC and its directors and executive officers, and
Brookfield Renewable 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
proposed 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 Brookfield Renewable is set
forth on its website at http://bep.brookfield.com/.
Information about the directors and executive officers of BEPC is
set forth on its preliminary Form F-1, filed with the SEC on
November 8, 2019. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus regarding the proposed transaction when it
becomes available. 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
communication. This communication 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.
Brookfield Renewable Par... (TSX:BEP.UN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brookfield Renewable Par... (TSX:BEP.UN)
Historical Stock Chart
From Jul 2023 to Jul 2024