Brookfield Renewable Corp 6-K, filed Nov 1, 2024

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Brookfield Renewable Corp (BEPC)

6-K 2024-11-01 For: 2024-11-01

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Added on April 12, 2026

BROOKFIELD RENEWABLE CORPORATION

Date: November 1, 2024

/s/ Jennifer Mazin

Name: Jennifer Mazin

Title: General Counsel and Corporate Secretary

Brookfield Renewable Corp filed this 6-K on November 1, 2024.

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Exhibit		Title

99.1		Notice of Special Meeting of Shareholders and Management Proxy Circular of the Registrant, dated October 23, 2024

99.2		Form of Proxy of the Registrant

99.3		Abridgement Certificate of the Registrant


MANAGEMENT INFORMATION CIRCULAR			2
NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA			4
NOTICE TO U.S. SHAREHOLDERS			4
FORWARD LOOKING INFORMATION			6
PRESENTATION OF FINANCIAL INFORMATION			9
QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING			10
SUMMARY			23
The Meeting			23
The Arrangement			23
Reasons for the Arrangement			23
Recommendation of the Nominating and Governance Committee			24
Recommendation of the Board			25
Fairness Opinion			25
DRS Advices Representing New Exchangeable Shares			25
Stock Exchange Listing			25
Completion of the Arrangement			25
Shareholder Approval			26
Court Approval			26
Certain Canadian Federal Income Tax Considerations			27
Certain United States Federal Income Tax Considerations			28
THE MEETING			29
Time, Date and Place			29
Record Date for Notice and Shareholders Entitled to Vote			29
Business of the Meeting			29
Voting Information			29
Q&A on Voting			30
THE ARRANGEMENT			32
Background to the Arrangement			32
Details of the Arrangement			33
Reasons for the Arrangement			33
Recommendations of the Nominating and Governance Committee			34
Recommendation of the Board			34
Fairness Opinion			34
Arrangement Agreement			35
Plan of Arrangement			36
DRS Advices Representing New Exchangeable Shares			38
Expenses of the Arrangement			38
Material Agreements			38
DISSENT RIGHTS			41
CERTAIN LEGAL AND REGULATORY MATTERS			44
Completion of the Arrangement			44
Timing			44
Shareholder Approval			44
Court Approval			44
Stock Exchange Listing			45
Canadian Securities Law Matters			45


United States Securities Laws Matters			46
INFORMATION CONCERNING THE NEW CORPORATION			49
Corporate Structure			49
Description of the Business			50
Financial Information			50
Relationship with Brookfield Renewable			50
Relationship with Brookfield Group			51
Directors and Executive Officers			51
Share Capital			51
Description of New Exchangeable Shares			52
Description of New Class B Shares			56
Comparison of Rights of Holders of New Exchangeable Shares and Units			57
Prior Sales			57
Listing and Trading of New Exchangeable Shares			57
Board Committees			58
Auditors, Transfer Agent and Registrar			59
INFORMATION CONCERNING THE PARTNERSHIP			60
Summary Information			60
Description of Units			60
Documents Incorporated by Reference			60
INFORMATION CONCERNING OUR COMPANY			62
Summary Information			62
Relationship with Brookfield Renewable			62
Share Capital			62
Executive and Other Compensation			65
Documents Incorporated by Reference			65
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			67
Taxation of Holders Resident in Canada			68
Taxation of Holders Not Resident in Canada			72
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			75
Consequences to U.S. Holders			78
Consequences to Non-U.S. Holders			85
Information Reporting, Backup Withholding, and Other Reporting Requirements			86
RISK FACTORS			87
Risks Relating to the Arrangement			87
Risks Relating to the New Corporation			87
Risks Relating to the New Exchangeable Shares			88
Risks Relating to Taxation			88
GENERAL PROXY MATTERS			90
What if I plan to vote by proxy in advance of the Meeting?			90
Who is soliciting my proxy?			91
What happens if I sign the proxy sent to me?			91
Can I appoint someone other than the Management Representatives to vote my exchangeable shares?			91
How will my exchangeable shares be voted if I give my proxy?			92
What if amendments are made to these matters or if other matters are brought before the Meeting?			92
How do I contact the transfer agent?			92


If my exchangeable shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?			92
INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			94
INTEREST OF EXPERTS			94
OTHER INFORMATION			94
CONSENTS			96
Consent of Torys LLP			96
Consent of RBC			96
DIRECTORS’ APPROVAL			97
GLOSSARY			98
Appendix A – Arrangement Resolution			A-1
Appendix B – Arrangement Agreement			B-1
Appendix C – Dissent Rights			C-1
Appendix D – Notice of Hearing of Petition			D-1
Appendix E – Interim Order			E-1
Appendix F – Fairness Opinion			F-1
Appendix G – Articles of the New Corporation			G-1
Appendix H – New Corporation Audited Financial Statements			H-1
Appendix I – New Corporation Unaudited Pro Forma Statements of Financial Position and Income (Loss)			I-1


Mail	Telephone	Online

Computershare Investor Services Inc. 100 University Avenue, 8^th Floor Toronto, Ontario M5J 2Y1	Direct dial outside North America at 514-982-7555 within Canada and the United States toll free at 1-800-564-6253	Email: service@computershare.com Website: http://www.investorcentre.com/


Name of Expert		Nature of Relationship
Torys LLP⁽¹⁾		External Legal Counsel to our company
McMillan LLP⁽¹⁾		External Legal Counsel to our company
RBC Dominion Securities Inc.⁽¹⁾		External Financial Advisor to our company and author of the Fairness Opinion
Ernst & Young LLP		External Auditor to our company⁽²⁾, the partnership⁽³⁾and the New Corporation⁽⁴⁾


		Page

ARTICLE 1 INTERPRETATION			B-5

1.1	Definitions		B-5
1.2	Construction		B-8
1.3	Currency		B-9
1.4	Schedules		B-9

ARTICLE 2 THE ARRANGEMENT			B-9

2.1	Arrangement		B-9
2.2	Effective Date and Effective Time		B-9
2.3	Interim Order		B-10
2.4	Meeting and Meeting Materials		B-11
2.5	Effecting the Arrangement and Ancillary Filings		B-11
2.6	U.S. Securities Law Matters		B-12

ARTICLE 3 REPRESENTATIONS AND WARRANTIES			B-12

3.1	Mutual Representations and Warranties		B-12
3.2	Representations and Warranties of the Company		B-13
3.3	Representations and Warranties of the New Corporation		B-13
3.4	Survival		B-13

ARTICLE 4 COVENANTS			B-14

4.1	General Covenants		B-14
4.2	Covenants of the Company		B-14
4.3	Covenants of the New Corporation		B-15
4.4	Covenants of the Partnership		B-15
4.5	Covenants of Brookfield		B-16

ARTICLE 5 CONDITIONS			B-16

5.1	Conditions Precedent to Obligations of the Company		B-16
5.2	Conditions Precedent to Obligations of Each Party		B-17
5.3	Merger of Conditions		B-18

ARTICLE 6 AMENDMENT AND TERMINATION			B-18

6.1	Amendment		B-18
6.2	Termination		B-18
6.3	Effect of Termination		B-18
6.4	Limitations of Covenants		B-18

ARTICLE 7 GENERAL			B-19

7.1	Expenses		B-19
7.2	Notices		B-19
7.3	Time of the Essence		B-20
7.4	Assignment		B-20
7.5	Binding Effect		B-20


		Page
7.6	Waiver		B-20
7.7	Entire Agreement		B-21
7.8	Governing Law; Attornment		B-21
7.9	Limitation on Liability		B-21
7.10	Severability		B-21
7.11	Counterparts; Facsimiles		B-21

SCHEDULE A PLAN OF ARRANGEMENT			B-23


BROOKFIELD RENEWABLE CORPORATION

By:		/s/ Jennifer Mazin
		Name: Jennifer Mazin Title: General Counsel and Corporate Secretary

BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

By:		/s/ James Bodi
		Name: James Bodi Title: President

1505127 B.C. LTD.

By:		/s/ Jennifer Mazin
		Name: Jennifer Mazin Title: Director

BROOKFIELD CORPORATION (solely for purposes of Section 4.5)

By:		/s/ Swati Mandava
		Name: Swati Mandava Title: Managing Director, Legal and Regulatory


Exhibit I		Special Rights and Restrictions of class A.1 exchangeable shares and class A.2 exchangeable shares

Exhibit II		Voting Rights of class B shares


	Page
PART 1 INTERPRETATION		G-4

PART 2 SHARES AND SHARE CERTIFICATES		G-16

PART 3 ISSUE OF SHARES		G-18

PART 4 SHARE REGISTERS		G-19

PART 5 SHARE TRANSFERS		G-19

PART 6 TRANSMISSION OF SHARES		G-20

PART 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES		G-21

PART 8 BORROWING POWERS		G-21

PART 9 ALTERATIONS		G-22

PART 10 MEETINGS OF SHAREHOLDERS		G-23

PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		G-25

PART 12 VOTES OF SHAREHOLDERS		G-29

PART 13 DIRECTORS		G-32

PART 14 ELECTION AND REMOVAL OF DIRECTORS		G-34

PART 15 POWERS AND DUTIES OF DIRECTORS		G-39

PART 16 INTERESTS OF DIRECTORS AND OFFICERS		G-40

PART 17 PROCEEDINGS OF DIRECTORS		G-41

PART 18 EXECUTIVE AND OTHER COMMITTEES		G-43

PART 19 OFFICERS		G-45

PART 20 INDEMNIFICATION		G-45

PART 21 DIVIDENDS		G-47

PART 22 ACCOUNTING RECORDS AND AUDITOR		G-49

PART 23 NOTICES		G-49

PART 24 PROHIBITIONS		G-51

PART 25 FORUM SELECTION		G-52


	Page
PART 26 SPECIAL RIGHTS AND RESTRICTIONS CLASS A EXCHANGEABLE SUBORDINATE VOTING SHARES		G-52

PART 27 SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES		G-60


Full name and signature of Incorporator		Date of signing

Brookfield BRP Holdings (Canada) Inc.

By:	/s/ Jennifer Mazin	October 3, 2024
	Authorized Signatory



(Date)


(Signature of Tendering Class A Shareholder)


(Guarantee of Signature)




Name of Person in Whose Name Payment is to be Delivered (please print)


Street Address or P.O. Box


City, Province and Postal Code


Signature of Tendering Class A Shareholder


		Page
Statement of Financial Position of 1505127 B.C. LTD.		H - 4
Notes to the Financial Statements of 1505127 B.C. LTD.		H - 5


(DOLLARS)	Notes	As of October 3, 2024
Assets
Due from related party	4	$	27

Total Assets		$	27


Liabilities
Total liabilities		$	—


Equity
Class A Exchangeable Subordinate Voting Shares		$	—
Class B Multiple Voting Shares	1,2,5		27

Total equity			27

Total liabilities and equity		$	27


			Transaction Accounting Adjustments
(MILLIONS) As at June 30, 2024	New Corporation		Our Company		Pro forma Total
	Note 1
Assets
Current assets
Cash and cash equivalents	$	—	$	615	$	615
Restricted cash		—		30		30
Trade receivables and other current assets		—		865		865
Financial instrument assets		—		132		132
Due from related parties		—		1,152		1,152
Assets held for sale		—		155		155

		—		2,949		2,949
Financial instrument assets		—		244		244
Equity-accounted investments		—		637		637
Property, plant and equipment, at fair value		—		37,760		37,760
Goodwill		—		794		794
Deferred income tax assets		—		90		90
Other long-term assets		—		140		140

Total assets	$	—	$	42,614	$	42,614

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	—	$	530	$	530
Financial instrument liabilities		—		339		339
Due to related parties		—		624		624
Non-recourse borrowings		—		1,334		1,334
Provisions		—		14		14
Liabilities directly associated with assets held for sale		—		44		44
Interests held in our company by Brookfield Renewable		—		4,817		4,817
New Exchangeable and class A.2 shares		—		4,450		4,450

		—		12,152		12,152
Financial instrument liabilities		—		414		414
Non-recourse borrowings		—		12,840		12,840
Deferred income tax liabilities		—		5,547		5,547
Provisions		—		469		469
Due to related parties		—		677		677
Other long-term liabilities		—		492		492

		—		32,591		32,591
Equity
Non-controlling interests:

Participating non-controlling interests - in operating subsidiaries		—		9,079		9,079
Participating non-controlling interests - in a holding subsidiary held by the partnership		—		232		232
The partnership		—		712		712

Total equity		—		10,023		10,023

Total liabilities and equity	$	—	$	42,614	$	42,614


			Transaction Accounting Adjustments
(MILLIONS) Six months ended June 30, 2024	New Corporation		Our Company			Pro forma Total
	Note 1
Revenues	$	—	$	2,114		$	2,114
Other income		—		67			67
Direct operating costs⁽¹⁾		—		(903	)		(903	)
Management service costs		—		(43	)		(43	)
Interest expense		—		(704	)		(704	)
Share of loss from equity-accounted investments		—		(22	)		(22	)
Foreign exchange and financial instruments gain (loss)		—		66			66
Depreciation		—		(657	)		(657	)
Other		—		2			2
Remeasurement of interests held in our company by Brookfield Renewable		—		294			294
Remeasurement of New Exchangeable and class A.2 shares		—		271			271
Income tax (expense) recovery
Current		—		(29	)		(29	)
Deferred		—		(10	)		(10	)

		—		(39	)		(39	)

Net income	$	—	$	446		$	446

Non-controlling interests
Participating non-controlling interests – in operating subsidiaries	$	—	$	2		$	2
Participating non-controlling interests – in a holding subsidiary held by the partnership		—		1			1
The partnership		—		443			443

	$	—	$	446		$	446


			Transaction Accounting Adjustments
(MILLIONS) For the year ended December 31, 2023	New Corporation		Our Company			Pro forma Total
	Note 1
Revenues	$	—	$	3,967		$	3,967
Other income		—		584			584
Direct operating costs⁽¹⁾		—		(1,466	)		(1,466	)
Management service costs		—		(88	)		(88	)
Interest expense		—		(1,258	)		(1,258	)
Share of loss from equity-accounted investments		—		(8	)		(8	)
Foreign exchange and financial instruments gain (loss)		—		159			159
Depreciation		—		(1,342	)		(1,342	)
Other		—		(61	)		(61	)
Remeasurement of interests held in our company by Brookfield Renewable		—		(183	)		(183	)
Remeasurement of New Exchangeable and class A.2 shares		—		(106	)		(106	)
Income tax (expense) recovery
Current		—		(113	)		(113	)
Deferred		—		40			40

		—		(73	)		(73	)

Net income	$	—	$	125		$	125

Non-controlling interests
Participating non-controlling interests – in operating subsidiaries	$	—	$	481		$	481
Participating non-controlling interests – in a holding subsidiary held by the partnership		—		8			8
The partnership		—		(364	)		(364	)

	$	—	$	125		$	125


	Transaction Accounting Adjustments
(MILLIONS) As at June 30, 2024	Our Company		Arrangement				Total
Assets
Current assets
Cash and cash equivalents	$	614	$	1		(a)	$	615
Restricted cash		30		—				30
Trade receivables and other current assets		865		—				865
Financial instrument assets		132		—				132
Due from related parties		1,152		—				1,152
Assets held for sale		155		—				155

		2,948		1				2,949
Financial instrument assets		244		—				244
Equity-accounted investments		637		—				637
Property, plant and equipment, at fair value		37,760		—				37,760
Goodwill		794		—				794
Deferred income tax assets		90		—				90
Other long-term assets		140		—				140

Total assets	$	42,613	$	1			$	42,614

Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	530	$	—			$	530
Financial instrument liabilities		339		—				339
Due to related parties		624		—				624
Non-recourse borrowings		1,334		—				1,334
Provisions		14		—				14
Liabilities directly associated with assets held for sale		44		—				44
Interests held in our company by Brookfield Renewable		—		4,817		(b)		4,817
New Exchangeable and class A.2 shares		—		4,450		(c)		4,450
BEPC exchangeable and class B shares		4,450		(4,450	)	(c)		—

		7,335		4,817				12,152
Financial instrument liabilities		414		—				414
Non-recourse borrowings		12,840		—				12,840
Deferred income tax liabilities		5,547		—				5,547
Provisions		469		—				469
Due to related parties		677		—				677
Other long-term liabilities		492		—				492

		27,774		4,817				32,591
Equity
Non-controlling interests:
Participating non-controlling interests – in operating subsidiaries		9,079		—				9,079
Participating non-controlling interests – in a holding subsidiary held by the partnership		232		—				232
The partnership		5,528		(4,816	)	(a),(b),(c)		712

Total equity		14,839		(4,816	)			10,023

Total liabilities and equity	$	42,613	$	1			$	42,614


(MILLIONS)
New Exchangeable shares	$	3,590

Total consideration	$	3,590


BROOKFIELD RENEWABLE CORPORATION

		Security Class Holder Account Number


VOTING RECOMMENDATIONS ARE INDICATED BY		HIGHLIGHTED TEXT		OVER THE BOXES.



Signature of Proxyholder	Signature(s)	Date

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Special Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.


BROOKFIELD RENEWABLE CORPORATION

By:	/s/Jennifer Mazin
	Name:	Jennifer Mazin
	Title:	General Counsel and Corporate Secretary