United States securities and exchange commission logo
May 15, 2020
Sachin Shah
Chief Executive Officer
Brookfield Renewable Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Re: Brookfield
Renewable Corporation
Brookfield
Renewable Partners L.P.
Amendment No. 2 to
Registration Statement on Form F-1/F-4
Filed April 22,
2020
File No. 333-234614
Dear Mr. Shah:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 30, 2020 letter.
Amendment No.2 to Form F-1 on Form F-1/F-4 filed April 22, 2020
Prospectus Cover Page, page 1
1. We note that you have
defined here Brookfield to include "Brookfield Asset Management
Inc." and "its
subsidiaries (other than entities within our the Brookfield Renewable
group)." Please revise
your prospectus cover page to clarify that this registration
statement is not an
offering made by "Brookfield."
Risk Factors
BEPC's operations in the future may be different from BEPC's current
Business, page 41
2. You describe the
current business of Brookfield Renewable here and the potential changes
Sachin Shah
FirstName LastNameSachin Shah
Brookfield Renewable Corporation
Comapany NameBrookfield Renewable Corporation
May 15, 2020
May 15, 2020 Page 2
Page 2
FirstName LastName
to BEPC's business in the future. Please revise to briefly describe
the assets that BEPC
includes in its current business.
Special Note Regarding Forward-Looking Information, page 69
3. We note your bullet on page 72 noting the risks from "the separation
of economic interest
from control within BEPC's organizational structure." Please further
explain the risk from
this separation of economic interest within your organizational
structure in your risk
factors section.
Transactions Occurring Prior to the Special Distribution
Transactions Agreements , page 74
4. We note that your glossary defines "Business" to be the United States,
Brazilian and
Columbian operations of BEP to be acquired by BEPC. In this section,
however, you only
appear to describe the determination to transfer the hydroelectric
power assets in Brazil
and Colombia and the related transfer agreements. Please revise to
address the
determination to transfer all the operations that defines the
"Business."
Unaudited Pro Forma Financial Statements
Unaudited Pro Forma Financial Statements for BEP, page 100
5. We note you present pro forma basic and diluted earnings per BEP unit
for the years
ended December 31, 2017, 2018 and 2019. Please disclose the number of
units used in
the computations, on both the historical and pro forma basis as well
as clearly show how
you arrived at the number of units used to compute the pro forma per
unit data.
Security Ownership, page 237
6. We note your disclosure in footnote 5 to the beneficial ownership
table that Partners
Limited owns all of Brookfield's Class B limited voting shares
entitling it to appoint one-
half of the board of directors of Brookfield. Please also further
describe the nature of
Partners Limited's control of Brookfield, such as disclosing the
business of Partners
Limited and any natural or legal persons that ultimately control or
manage Partners
Limited. See Item 7.A.3 of Form 20-F.
Cover page of joint proxy/prospectus, page AT-1
7. You disclose that holders of public TERP shares will not participate
in the special
distribution. Please also disclose here whether or not the TERP
acquisition can be
completed if the special distribution does not occur.
Material United States Federal Income Tax Considerations, page AT-249
8. We note your disclosure on page ALT-253 that the following discussion
thereunder
constitutes the opinion of Torys LLP, special tax counsel to BEPC, as
to the material U.S.
federal income tax consequences to U.S. holders. However, at various
times you appear to
Sachin Shah
FirstName LastNameSachin Shah
Brookfield Renewable Corporation
Comapany NameBrookfield Renewable Corporation
May 15, 2020
May 15, 2020 Page 3
Page 3
FirstName LastName
make a representation as to a material tax consequence that does not
appear within the
opinion of counsel, with such representation attributable to positions
that BEPC or the
general partner of BEP intend to take. For example:
On page ALT-255, you disclose that the exchange right generally
should not be
treated as taxable "boot" under Section 351 of the Code, and that
BPEC intends to
take this position for all U.S. federal income tax purposes;
On page ALT-256 you disclose that BEPC intends to take the position
that the BEPC
exchangeable shares are not preferred stock under Section 351(g)
of the Code, which
would otherwise make receipt of BPEC exchangeable shares taxable
in full to a U.S
holder; and
On page ALT-261, in terms of the exercise of the BEP call right,
that the general
partner of BEP currently expects such exchange will qualify as
tax-free under Section
721(a) of the Code.
As these representations appear to be material tax consequences,
please revise to include
such representations within the opinion of counsel. If there is
significant doubt about the
tax consequences, counsel may give a "should" or "more likely than
not" opinion to make
clear the opinion is subject to a degree of uncertainty. Refer to
Section III.C.3 and 4 of
Staff Legal Bulletin No. 19 for guidance.
Exhibits
9. Please revise your form of proxy to disclose whether or not any
proposals are related to or
conditioned on the approval of other matters, such as whether proposal
1 is conditioned on
the approval of proposals 2-4 or not. See Exchange Act Rule
14a-4(a)(3).
General
10. Disclosure on page ALT-133 states that TerraForm Power has been a
controlled affiliate
of Brookfield, and Brookfield and its affiliates have owned a majority
of the outstanding
shares of TERP common stock. We further note that if the TERP
acquisition is
completed, there will no longer be any publicly held shares of TERP
common stock and
the TERP common stock will be delisted. Please provide your analysis
as to the
applicability of Exchange Act Rule 13e-3 to the transaction with
TerraForm Power,
including any reliance on the exceptions to the rule's applicability.
In this regard, please
address the exception in Rule 13e-3(g)(2) and its related
requirements. We note that cash
will be paid in lieu of any fractional shares of BEPC exchangeable
shares or BEP units.
In your response, please address that the exception in Rule
13e-3(g)(2) requires that
security holders be offered or receive only an equity security and
that such equity security
has substantially the same rights as the equity security which is the
subject of the Rule
13e-3 transaction. Please also address: (i) the number of TERP common
stockholders
who, giving effect to the exchange ratio, would be subject to cash
disposition of fractional
interests; (ii) the estimated aggregate amount of cash payable to
dispose of fractional
interests; and (iii) the number of TERP common stockholders, if any,
who would be
Sachin Shah
Brookfield Renewable Corporation
May 15, 2020
Page 4
effectively cashed out after giving effect to the cash disposition of
fractional interests.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Kevin Dougherty, Staff
Attorney, at
(202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other
questions.
Sincerely,
FirstName LastNameSachin Shah
Division of
Corporation Finance
Comapany NameBrookfield Renewable Corporation
Office of Energy
& Transportation
May 15, 2020 Page 4
cc: Mile T. Kurta
FirstName LastName