United States securities and exchange commission logo
June 18, 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. 3 to
Registration Statement on Form F-1/F-4
Filed June 5, 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 May
15, 2020 letter.
Amendment No. 3 to Form F-1 on Form F-1/F-4 filed June 5, 2020
Risk Factors
The BEPC articles and BEP's limited partnership agreement provide (or
will provide) that the
federal district courts..., page 51
1. Your disclosure states
that the BEPC articles provide, and BEP's limited partnership
agreement will be
amended on the closing of the special distribution to provide, that,
unless BEPC or BEP
consent in writing to the selection of an alternative forum, the
federal district courts
of the United States of America shall, to the fullest extent permitted
by law, be the sole and
exclusive forum for the resolution of any complaint asserting a
cause of action arising
under the Securities Act. It appears that you do not state which
Sachin Shah
FirstName LastNameSachin Shah
Brookfield Renewable Corporation
Comapany NameBrookfield Renewable Corporation
June 18, 2020
Page 2
June 18, 2020 Page 2
FirstName LastName
court or courts have jurisdiction over Exchange Act claims. We note
that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
any duty or liability created by the Exchange Act or the rules or
regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability crated
by the Securities Act or
the rules or regulations thereunder. If this provision does not apply
to actions arising
under the Exchange Act, please ensure that your disclosures and the
exclusive forum
provision in the governing documents state this clearly. Please also
clarify and expand
your disclosure to discuss the enforceability of your forum selection
provision under the
federal securities law, including any uncertainty, and disclose that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder.
Material United States Federal Income Tax Considerations
Consequences to U.S. Unitholders
Special Distribution of BEPC Exchangeable Shares
Consequences Relating to the Formation of BEPC, page 270
2. In this section, on page 266 you disclose that the following
discussion, to the extent it
expresses conclusions as to the application of U.S. federal income tax
law and subject to
the qualifications described herein, represents the opinion of Torys
LLP. However, on
page 271 you appear to make a representation as to a material tax
consequence that does
not appear within the opinion of counsel, specifically that:
BEPC and the general partner of BEP intend to take the position that
none of the
BEPC exchangeable shares distributed to unitholders pursuant to
the special
distribution constitute Section 306 stock and, in the
alternative, to the extent that any
such BEPC exchangeable shares constitute Section 306 stock, then
under the
exception for dispositions lacking a principal purpose of tax
avoidance, the adverse
rules governing the disposition of Section 306 stock do not
apply.
As this representation appears related to material tax consequences,
please revise to
include such representation 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. For guidance,
please refer to Section III.C.3 and 4 of the Division of Corporation
Finance's Staff Legal
Bulletin No. 19.
Sachin Shah
Brookfield Renewable Corporation
June 18, 2020
Page 3
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
June 18, 2020 Page 3
cc: Mile T. Kurta
FirstName LastName