Filed pursuant to Rule 433
February 19, 2020
Supplementing the
Preliminary Prospectus Supplement Dated February 19, 2020
(To Prospectus dated February 19, 2020)
Registration No.333-224206
Brookfield Renewable Partners L.P.
Pricing Term Sheet
8,000,000 5.25% Class A Preferred Limited Partnership Units, Series 17
February 19, 2020
The information in this pricing term sheet relates to Brookfield Renewable Partners L.P.’s offering of its 5.25% Class A Preferred Limited Partnership Units, Series 17 (the “Offering”) and should be read together with the preliminary prospectus supplement dated February 19, 2020 relating to the Offering (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the base prospectus dated February 19, 2020, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The information in this communication supersedes the information in the Preliminary Prospectus Supplement and the accompanying base prospectus to the extent inconsistent with the information in the Preliminary Prospectus Supplement and the accompanying base prospectus. Terms used herein but not defined herein shall have the meanings as set forth in the Preliminary Prospectus Supplement. All references to dollar amounts are references to U.S. dollars.
| Issuer: | Brookfield Renewable Partners L.P. (the “Partnership”) | |
| Security: | 5.25% Class A Preferred Limited Partnership Units, Series 17 (the “Units”) | |
| Size: | $200,000,000 (8,000,000 Units) | |
| Liquidation Preference: | $25.00 per Unit | |
| Maturity: | Perpetual (unless redeemed by the Partnership (i) prior to March 31, 2025, at the Partnership’s option, in connection with a Ratings Event; (ii) on or after March 31, 2025, at our option; and (iii) at any time, in connection with a Change in Tax Law) | |
| Distribution Rate: | At a rate per annum equal to 5.25% ($1.3125 per Unit) only when, as, and if declared. Distributions on the Units are cumulative | |
| Distribution Payment Dates: | The last day of April, July, October and January of each year (or the next succeeding Business Day), with the first distribution payable, if declared, on July 31, 2020 | |
| Pro-rated Initial Distribution: | $0.5724 per Unit | |
| Optional Redemption on or after March 31, 2025: | The Units may be redeemed at the Partnership’s option, in whole or in part, at any time on or after March 31, 2025, at a price of $25.00 per Unit, plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date of redemption, whether or not declared. Holders of the Units will have no right to require the redemption of the Units. | |
| Optional Redemption Upon a Ratings Event: | If a Ratings Event occurs prior to March 31, 2025, the Units may be redeemed at the Partnership’s option, in whole but not in part, within 120 days of the occurrence of such Ratings Event, at a price of $25.50 per Unit (102% of the liquidation preference), plus an amount equal to all accumulated and unpaid distributions thereon to, but excluding, the date fixed for redemption, whether or not declared. | |
| Optional Redemption Upon a Change in Tax Law | The Partnership will have the option to redeem all but not less than all of the Units at a redemption price of $25.00 per Unit, if as a result of a Change in Tax Law, there is, in the Partnership’s reasonable determination, a substantial probability that the Partnership or any Successor Entity would become obligated to pay any additional amounts on the next succeeding distribution payment date with respect to the Units and the payment of those additional amounts cannot be avoided by the use of any reasonable measures available to the Partnership or any Successor Entity. | |
| Trade Date: | February 19, 2020 | |
| Expected Settlement Date: | February 24, 2020 (T+3) | |
| Price to Public: | $25.00 per Unit ($200,000,000) | |
| Underwriting Discounts and Commissions: | $0.7875 per Unit for retail investors $684,337.50 $0.5000 per Unit for institutional investors $3,565,500.00 | |
| Net Proceeds (before expenses) to the Partnership: | $195,750,162.50 | |
| Listing: | The Partnership has applied to list the Units on the New York Stock Exchange under the symbol “BEP PR A.” | |
| CUSIP/ISIN: | G16258231 / BMG162582313 | |
| Anticipated Rating: | BBB- (S&P) BBB (low) (DBRS) | |
Joint Book-Running Managers:
| Wells Fargo Securities, LLC BofA Securities, Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC | |
Co-Manager: | TD Securities (USA) LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |
The Partnership has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the Partnership has filed with the SEC for more complete information about the Partnership and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Wells Fargo Securities, LLC toll-free at1-800-645-3751, BofA Securities, Inc. toll- free at1-800-294-1322, J.P. Morgan Securities LLC collect at212-834-4533, RBC Capital Markets, LLC toll-free at1-866-375-6829 or TD Securities (USA) LLC at1-855-495-9846.