split and did not result in any underlying change to aggregate cash flows or net asset value except for the adjustment for the aggregate number of BEP Units or BEPC Shares outstanding. Each holder of BEP Units of record as of July 27, 2020 received one (1) BEPC Share for every four (4) BEP Units held. The BEPC Shares commenced trading on the Toronto Stock Exchange under the symbol “BEPC” on July 30, 2020. On July 29, 2020, prior to the completion of the Special Distribution, BEPC acquired from Brookfield Renewable Energy Partners L.P. (“BRELP”) all of BRELP’s interests in BRP Bermuda Holdings I Limited (excluding a 10% interest retained by BEP), Brookfield Power US Holding America Co. and BEP Bermuda Holdings IV Limited (collectively, the “BEPC Operating Subsidiaries”). The BEPC Operating Subsidiaries own and operate hydroelectric power, wind, solar and storage and ancillary assets in the United States and Brazil, and hydroelectric power assets in Colombia. In consideration for the interests it received in the BEPC Operating Subsidiaries, BEPC issued to BRELP 77,842,712 BEPC Shares and 126,400,000 class C non-voting shares of BEPC. The BEPC Shares received by BRELP were distributed by BRELP to holders of its equity units (including BEP) and to its general partner. BEP distributed the BEPC Shares it received from BRELP to holders of BEP Units and to its general partner pursuant to the Special Distribution.
On July 31, 2020, the Partnership and BEPC completed the TERP Transaction. Each TERP Share was acquired for either 0.47625 of a BEPC Share or 0.47625 of a BEP Unit, at the election of holders of TERP Shares. Upon closing of the TERP Transaction, the Partnership issued an aggregate of 4,034,469 BEP Units and BEPC issued an aggregate of 37,035,241 BEPC Shares to holders of TERP Shares.
On July 31, 2020, upon completion of the Special Distribution and TERP Transaction, a total of 183,081,905 BEP Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 114,877,953 BEPC Shares were issued and outstanding (or 427,618,481 BEP Units on a fully exchanged basis).
For additional information in respect of the Special Distribution and TERP Transaction, please also see (i) the Agreement and Plan of Reorganization dated March 16, 2020 in respect of the TERP Transaction (the “Reorganization Agreement”), (ii) the material change report of the Partnership dated March 26, 2020 in respect of the TERP Transaction, (iii) the final prospectus of the Partnership and BEPC dated June 29, 2020 in respect of the Special Distribution, and (iv) the press release of the Partnership and TerraForm Power dated July 29, 2020 in respect of the anticipated completion of the Special Distribution and TERP Transaction, each of which is available under the Partnership’s profile at www.sedar.com.
TERP Transaction and Multilateral Instrument 61-101
As the Partnership and its affiliates owned approximately 62% of the outstanding TERP Shares, TerraForm Power was a “related party” of the Partnership and the TERP Transaction constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”). Approximately 47% of the TERP Shares were controlled by Brookfield Asset Management Inc. (“BAM”) on behalf of itself and its institutional partners, including an approximate 14% economic interest in TerraForm Power on behalf the Partnership. Approximately 15% of the TERP Shares were indirectly held by the Partnership, which together with its interests in the TERP Shares controlled by BAM, represented an approximate 29% economic interest in TerraForm Power.
The TERP Shares controlled by BAM were not acquired in the TERP Transaction. TerraForm Power is now controlled as to 47% by BAM and as to 53% by the Partnership (including through its ownership in BEPC), and the Partnership holds an indirect 67% economic interest. Concurrent with closing of the TERP Transaction (i) an indirect subsidiary of BAM entered into a voting agreement with BEPC, giving BEPC voting control over the TERP Shares controlled by BAM, and (ii) the Partnership and BRELP
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