As filed with the Securities and Exchange Commission on June 17, 2020
Registration Nos.333-234614 and234614-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 4
to
FORMF-1
on
FORMF-1/FORMF-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROOKFIELD RENEWABLE CORPORATION | BROOKFIELD RENEWABLE PARTNERS L.P. | |
(Exact name of Registrant as specified in its charter) |
(Exact name of Registrant as specified in its charter) |
Not Applicable (Translation of Registrant’s name into English) | Not Applicable (Translation of Registrant’s name into English) | |
British Columbia, Canada (State or other jurisdiction of incorporation or organization) | Bermuda (State or other jurisdiction of incorporation or organization) | |
4911 (Primary Standard Industrial Classification Code Numbers) | 4911 (Primary Standard Industrial Classification Code Numbers) | |
Not Applicable (IRS Employer Identification Numbers) | Not Applicable (IRS Employer Identification Numbers) | |
Brookfield Renewable Corporation 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212)417-7000 | Brookfield Renewable Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441)294-3304 | |
(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices) | (Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices) |
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302)738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service of the Registrants)
Copies to:
Karrin Powys-Lybbe, Esq. Mile T. Kurta, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor (212)880-6000 | Richard Hall, Esq. David J. Perkins, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza (212)474-1000 | William Fyfe, Esq. TerraForm Power, Inc. 200 Liberty Street 14th Floor (646)992-2400 | Sean T. Wheeler, P.C. Debbie P. Yee, P.C. Kirkland & Ellis LLP 609 Main Street (713)836-3600 |
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP (as defined below), indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
FormF-1
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
FormF-4
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of each class of securities to be registered | Amount to be Registered | Proposed Maximum Offering Price Per Share/Unit | Proposed maximum aggregate offering price | Amount of registration fee(8) | ||||
Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation | (1) | N/A | $2,895,000,000(6) | $375,771(6) | ||||
Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation | (2) | (5) | $1,453,121,316.15(5) | $188,615.15(5) | ||||
Limited Partnership Units of Brookfield Renewable Partners L.P. | (2) | (5) | $— (5) | $— (5) | ||||
Limited Partnership Units of Brookfield Renewable Partners L.P. | (3) | N/A | $— (7) | $— (7) | ||||
Limited Partnership Units of Brookfield Renewable Partners L.P. | (4) | N/A | $— (7) | $— (7) | ||||
Total | $4,348,121,316.15 | $564,386.15 | ||||||
| ||||||||
|
(1) | Represents an aggregate of up to 78,000,000 class A exchangeable subordinate voting shares, no par value (“BEPC exchangeableshares”), of Brookfield Renewable Corporation (“BEPC”), consisting of approximately 44,800,000 BEPC exchangeable shares, which will be distributed (the “special distribution”) to the holders of limited partnership units (“BEP units”) of Brookfield Renewable Partners L.P. (“BEP”) and an additional approximate 33,200,000 BEPC exchangeable shares to be issued to Brookfield Asset Management Inc. and its subsidiaries (other than BEP, BEPC and their respective subsidiaries), as more fully described in the special distribution prospectus contained in this registration statement. |
(2) | Represents the maximum number of BEPC exchangeable shares or BEP units estimated to be issuable upon completion of the transactions (collectively, the “TERP acquisition”) contemplated by the Agreement and Plan of Reorganization, dated as of March 16, 2020, by and among BEPC, BEP, 2252876 Alberta ULC, TerraForm Power, Inc. (“TERP”) and TerraForm Power NY Holdings, Inc. (as amended from time to time, the “Reorganization Agreement”), as more fully described in the proxy statement/prospectus contained in this registration statement. |
(3) | Represents up to 119,600,000 BEP units to be issued from time to time upon exchange, redemption or purchase of BEPC exchangeable shares (including upon liquidation, dissolution, or winding up of BEPC) following the special distribution and the TERP acquisition as described in the prospectuses filed as part of this registration statement. The number of BEP units represents a good-faith estimate of the maximum number of BEP units to be issued upon exchange, redemption or purchase of BEPC exchangeable shares (including upon liquidation, dissolution, or winding up of BEPC). Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional BEP units as may be issuable as a result of stock splits, stock dividends or similar transactions. |
(4) | Represents up to 119,600,000 BEP units to be delivered by the selling unitholder upon exchange of BEPC exchangeable shares following the special distribution and the TERP acquisition as described in the prospectuses filed as part of this registration statement. The number of BEP units represents a good-faith estimate of the maximum number of BEP units to be delivered upon exchange of BEPC exchangeable shares. Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional BEP units as may be deliverable as a result of stock splits, stock dividends or similar transactions. |
(5) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The proposed maximum aggregate offering price of the BEPC exchangeable shares or BEP units, as applicable, was calculated based upon the market value of shares of TERP’s common stock (the securities to be cancelled following the TERP acquisition) in accordance with Rule 457(c) under the Securities Act as follows: the product of (A) $16.67, the average of the high and low prices per share of TERP’s common stock on April 16, 2020, as quoted on the Nasdaq Global Select Market, multiplied by (B) 87,169,845 shares of TERP common stock (being the estimated maximum number of shares of TERP common stock that may be exchanged for BEPC exchangeable shares or BEP units pursuant to the TERP acquisition, including the total number of shares of TERP common stock issuable under outstanding TERP stock-based awards that are expected to be settled for shares of TERP common stock prior to the completion of the TERP acquisition and shares of TERP common stock underlying outstanding TERP stock awards that are expected to be cancelled and exchanged for BEPC stock awards in connection with the TERP acquisition). |
(6) | There is currently no market for BEPC exchangeable shares. Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f) under the Securities Act. |
(7) | No separate registration fee is payable pursuant to Rule 457(i) under the Securities Act. |
(8) | Previously paid. |
The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 toForm F-1 onForm F-1/F-4 Registration Statement (No.333-234614 and234614-01) is being filed by Brookfield Renewable Corporation (“BEPC”) and Brookfield Renewable Partners L.P. (“BEP”) solely to file Exhibits 5.2, 8.1, 8.2, 10.44, 10.45 and 10.46 and no changes or additions are being made hereby to the prospectus and proxy statement/prospectus constituting Part I of this Registration Statement or to Item 6 ofForm F-1 (Item 20 ofForm F-4), Item 7 ofForm F-1, Item 8(b) ofForm F-1 (Item 21(b) ofForm F-4) or Item 9 ofForm F-1 (Item 22 ofForm F-4) of Part II of this Registration Statement.
Accordingly, such prospectus and proxy statement/prospectus constituting Part I of this Registration Statement and Item 6 ofForm F-1 (Item 20 ofForm F-4), Item 7 ofForm F-1, Item 8(b) ofForm F-1 (Item 21(b) ofForm F-4) or Item 9 ofForm F-1 (Item 22 ofForm F-4) of Part II of this Registration Statement have not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8(a) of Form F-1 and Item 21(a) of FormF-4. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
Exhibits
See the Exhibit Index beginning on pageII-2 of this registration statement.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
BEPC and BEP acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, BEPC and BEP are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.
II-1
Exhibit Index
Exhibit Number | Description of Document | |
2.1† | ||
3.1† | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
3.6 | ||
3.7 | ||
3.8 | ||
3.9 | ||
3.10 | ||
3.11 | ||
3.12 |
II-2
Exhibit Number | Description of Document | |
3.13 | ||
3.14 | ||
3.15 | ||
3.16 | ||
3.17 | ||
5.1† | Opinion of Appleby (Bermuda) Limited with respect to certain matters of Bermuda law | |
5.2# | Opinion of McMillan LLP with respect to certain matters of Canadian Law | |
8.1# | Form of Opinion of Torys LLP with respect to certain tax matters | |
8.2# | Form of Opinion of Torys LLP with respect to certain tax matters | |
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 |
II-3
Exhibit Number | Description of Document | |
10.8 | ||
10.9† | ||
10.10 | ||
10.11† | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 | ||
10.16 | ||
10.17 |
II-4
Exhibit Number | Description of Document | |
10.18 | ||
10.19 | ||
10.20 | ||
10.21 | ||
10.22 | ||
10.23 | ||
10.24 | ||
10.25 | ||
10.26 |
II-5
Exhibit Number | Description of Document | |
10.27 | ||
10.28 | ||
10.29 | ||
10.30 | ||
10.31 | ||
10.32 | ||
10.33 | ||
10.34 |
II-6
Exhibit Number | Description of Document | |
10.35 | ||
10.36 | ||
10.37 | ||
10.38 | ||
10.39 | ||
10.40† | ||
10.41† | ||
10.42† | ||
10.43† | ||
10.44# | Form of Guarantee by BEP Subco Inc. and BNY Trust Company of Canada | |
10.45# | ||
10.46# |
II-7
Exhibit Number | Description of Document | |
10.47† | ||
21.1† | List of Significant Subsidiaries of Brookfield Renewable Corporation | |
21.2 | ||
23.1† | Consent of Appleby (Bermuda) Limited (included in 5.1 above) | |
23.2# | ||
23.3# | ||
23.4† | ||
23.5† | ||
23.6† | ||
23.7† | ||
23.8† | ||
23.9† | ||
23.10† | ||
23.11† | ||
23.12† | ||
23.13† | ||
23.14† | ||
24.1† | ||
99.1† | Brookfield Renewable Corporation’s waiver request and representation under Item 8.A.4 ofForm 20-F | |
99.2† | ||
99.3† | ||
99.4† | ||
99.5† | ||
99.6† |
II-8
# | Filed herewith. |
† | Previously filed. |
The registrants hereby agree to furnish to the SEC at its request copies of long-term debt instruments defining the rights of holders of outstanding long-term debt that are not required to be filed herewith.
II-9
SIGNATURES OF BROOKFIELD RENEWABLE CORPORATION
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this amendment to the registration statement on FormF-1/F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, Canada on June 17, 2020.
BROOKFIELD RENEWABLE CORPORATION | ||
By: | /s/ Jennifer Mazin | |
Name: | Jennifer Mazin | |
Title: | Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed by the following persons on June 17, 2020 in the capacities indicated.
Signature | Title | |||
* Sachin Shah |
| Chief Executive Officer (Principal Executive Officer) | ||
* Wyatt Hartley | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |||
/s/ Jennifer Mazin Jennifer Mazin | Director | |||
* Douglas Christie | Director |
* | By: | /s/ Jennifer Mazin | ||
Name: | Jennifer Mazin | |||
Title: | Attorney-in-fact |
SIGNATURES OF BROOKFIELD RENEWABLE PARTNERS L.P.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this amendment to the registration statement on FormF-1/F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on June 17, 2020.
BROOKFIELD RENEWABLE PARTNERS L.P.,by its general partner,BROOKFIELD RENEWABLE PARTNERS LIMITED | ||
By: | /s/ Jane Sheere | |
Name: | Jane Sheere | |
Title: | Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed by the following persons on June 17, 2020 in the capacities indicated.
Signature | Title | |||
* Sachin Shah |
| Chief Executive Officer of BRP Energy Group L.P. (Principal Executive Officer) | ||
* Wyatt Hartley | Chief Financial Officer of BRP Energy Group L.P. (Principal Financial and Accounting Officer) | |||
* Jeffrey Blidner | Chairman of the Board of Directors of Brookfield Renewable Partners Limited | |||
* Nancy Dorn | Director of Brookfield Renewable Partners Limited | |||
* Eleazar de Carvalho Filho | Director of Brookfield Renewable Partners Limited | |||
* David Mann | Director of Brookfield Renewable Partners Limited | |||
* Lou Maroun | Director of Brookfield Renewable Partners Limited | |||
* Stephen Westwell | Director of Brookfield Renewable Partners Limited | |||
* Patricia Zuccotti | Director of Brookfield Renewable Partners Limited |
* | By: | /s/ Jane Sheere | ||
Name: | Jane Sheere | |||
Title: | Attorney-in-fact |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the undersigned, solely in its capacity as the registrants’ duly authorized representative in the United States, on June 17, 2020.
Puglisi & Associates | ||
By: | /s/ Donald J. Puglisi | |
Name: | Donald J. Puglisi | |
Title: | Authorized Representative |