Exhibit 99.1
Brookfield Renewable Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1023
November 8, 2019
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-3561
| Re: | Brookfield Renewable Corporation |
Registration Statement onForm F-1
Request for Waiver and Representation under Item 8.A.4 of Form 20 F
Ladies and Gentlemen:
The undersigned, Brookfield Renewable Corporation, a foreign private issuer incorporated under, and governed by, the laws of British Columbia (the “Company”), is submitting this letter via EDGAR to the U.S. Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of its registration statement onForm F-1 (the “Registration Statement”) relating to a proposed special distribution by Brookfield Renewable Partners L.P. (the “partnership”), and listing in the United States, of the Company’s class A shares.
The Company has included in the Registration Statement the combined auditedcarve-out financial statements of the Colombian and Brazilian operations of certain subsidiaries of the partnership, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, as at December 31, 2018 and December 31, 2017 and for each of the years in the three year period ended December 31, 2018, and the condensed unaudited combinedcarve-out financial statements of the Colombian and Brazilian operations of certain subsidiaries of the partnership as at June 30, 2019 and December 31, 2018 and for the three and six month periods ended June 30, 2019 and June 30, 2018. Prior to completion of the special distribution, the Company will acquire the aforementioned subsidiaries from certain subsidiaries of the partnership.
The Company respectfully requests that the Commission waive the requirement of Item 8.A.4 ofForm 20-F, which states that in the case of a company’s initial public offering, the registration statement onForm F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the “12-Month Requirement”).See also Division of Corporation Finance,Financial Reporting Manual, Section 6220.3.
The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 ofForm 20-F, which provides that the Commission will waive the12-Month Requirement in cases where “the company is able to represent that it is not required to comply with the12-month requirement in any other jurisdiction outside the United States and that complying with the12-month requirement is impracticable or involves undue hardship.”See also the 2004 release entitledInternational Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website athttp://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff notes that:
[T]he instruction indicates that the staff will waive the12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the15-month rule. The only times that we anticipate audited financial statements will be filed under the12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.
