Brookfield Renewable Partners L.P F-3/A, filed Jul 28, 2020
Brookfield Renewable Partners L.P. (BEP)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2020
REGISTRATION NO. 333-237996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROOKFIELD RENEWABLE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| Bermuda | Not applicable | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
+1 (441) 294-3309
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036
Attention: Mile T. Kurta
(212) 880-6000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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 filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(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. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company 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, indicate by check mark if the registrant has 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.
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Limited Partnership Units |
119,600,000(1)(2) | $45.06(3) | $5,389,176,000(3) | $699,515.05(3)(4) | ||||
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| (1) | Represents the maximum number of non-voting limited partnership units (“BEP units”) of Brookfield Renewable Partners L.P. (“BEP”) to be issued by BEP or to be delivered by Brookfield Renewable Corporation (“BEPC”) or Brookfield Asset Management Inc. (“Brookfield”), in each case in connection with the exchange, redemption or purchase, as applicable, from time to time, of class A exchangeable subordinate voting shares of BEPC (“BEPC exchangeable shares”). The number of BEP units represents a good-faith estimate of the maximum number of BEP units expected to be issued upon exchange, redemption or purchase, as applicable, of BEPC exchangeable shares (including upon liquidation, dissolution, or winding up of BEPC) (x) to be outstanding following the special distribution and acquisition by BEP and BEPC of the outstanding shares of class A common stock of TerraForm Power, Inc. (“TERP”) not currently owned by the BEP and its affiliates (the “TERP acquisition”), each as described in the prospectus filed as part of this registration statement, and (y) underlying BEPC stock awards that are expected to be issued in exchange for TERP stock awards to be canceled in the TERP acquisition. |
| (2) | 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. |
| (3) | Calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the BEP units on the New York Stock Exchange on April 27, 2020. |
| (4) | Previously paid. |
The Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant 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, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) of the Securities Act of 1933, as amended, may determine.
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) to the Registration Statement on Form F-3 (File No. 333-237996) (the “Registration Statement”) of Brookfield Renewable Partners L.P. is being filed solely to re-file Exhibits 23.1, 23.2, 23.3 and 23.4 to the Registration Statement, which were previously filed with the Registration Statement. Accordingly, this Amendment consists solely of the facing page, this explanatory note, Item 9 of Part II of the Registration Statement, the signature page, and Exhibits 23.1, 23.2, 23.3 and 23.4. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
II-1
| Item 9. | EXHIBITS |
The following exhibits have been filed or incorporated by reference as part of this Registration Statement on Form F-3:
II-2
| + | Filed herewith. |
| * | Previously filed. |
| (1) | Filed as an exhibit to our Form 6-K on March 27, 2020, and incorporated herein by reference. |
| (2) | Filed as an exhibit to our Registration Statement on Form 20-F, including all amendments thereto, with the last such amendment having been made on May 16, 2013, and incorporated herein by reference. |
| (3) | Filed as an exhibit to our 2018 Form 20-F/A as filed on March 22, 2019 and incorporated herein by reference. |
| (4) | Filed as an exhibit to our Form 6-K on May 4, 2016, and incorporated herein by reference. |
| (5) | Filed as an exhibit to our Form 6-K on May 6, 2016, and incorporated herein by reference. |
| (6) | Filed as an exhibit to our Form 6-K on May 26, 2016, and incorporated herein by reference. |
| (7) | Filed as an exhibit to our Form 6-K on February 14, 2017, and incorporated herein by reference. |
| (8) | Filed as an exhibit to our Form 6-K on January 17, 2018, and incorporated herein by reference. |
| (9) | Filed as an exhibit to our Form 6-K on February 28, 2019, and incorporated herein by reference. |
| (10) | Filed as an exhibit to our Form 6-K on March 11, 2019, and incorporated herein by reference. |
| (11) | Filed as an exhibit to our Form 6-K on February 24, 2020, and incorporated herein by reference. |
| (12) | Filed as an exhibit to our 2015 Form 20-F as filed on February 26, 2016, and incorporated herein by reference. |
| (13) | Filed as an exhibit to Amendment No. 5 to Form F-1 on Form F-1/Form F-4 of Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation, as filed on June 22, 2020, and incorporated herein by reference. |
| (14) | Filed as an exhibit to Amendment No. 2 to Form F-1 on Form F-1/Form F-4 of Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation, as filed on April 21, 2020, and incorporated herein by reference. |
| (15) | Filed as an exhibit to Amendment No. 1 to Form F-1 of Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation, as filed on January 17, 2020, and incorporated herein by reference. |
| (16) | Filed as an exhibit to Amendment No. 3 to Form F-1 on Form F-1/Form F-4 of Brookfield Renewable Partners L.P. and Brookfield Renewable Corporation, as filed on June 5, 2020, and incorporated herein by reference. |
II-3
SIGNATURES
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 Form F-3 and has duly caused this Amendment No. 2 to the Registration Statement on Form F-3 to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda on July 28, 2020.
| BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED | ||
| By: | /s/ James Bodi | |
| Name: James Bodi | ||
| Title: Vice President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on July 28, 2020.
| 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/ James Bodi | |
| Name: James Bodi | ||
| Title: Attorney-in-Fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Amendment No. 2 to the Registration Statement, solely in the capacity of the duly authorized representative of Brookfield Renewable Partners L.P. in the United States, on this 28th day of July, 2020.
| PUGLISI & ASSOCIATES | ||
| By: |
/s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | ||
| Title: Authorized Representative | ||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Amendment No. 2 to Form F-3 Registration Statement (No. 333-237996) and the related prospectus of Brookfield Renewable Partners L.P. (the “Partnership”) and to the incorporation by reference therein of our reports dated February 28, 2020 with respect to the consolidated statements of financial position as at December 31, 2019 and December 31, 2018 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2019, and the effectiveness of internal control over financial reporting of the Partnership as at December 31, 2019, included in the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licenced Public Accountants
Toronto, Canada
July 28, 2020
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment 2 to Registration Statement on Form F-3 of Brookfield Renewable Partners L.P. of our report dated March 7, 2018, except for the fourth paragraph in Note 18, as to which the date is March 15, 2019, with respect to the consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows of TerraForm Power, Inc. and subsidiaries for the year ended December 31, 2017, and the related notes, which report appears in the annual report on Form 20-F, as amended by Amendment No. 1 on Form 20-F/A, of Brookfield Renewable Partners L.P. for the year ended December 31, 2019. We also consent to the reference to our firm under the heading “Experts” in the prospectus that is part of the Registration Statement.
/s/ KPMG LLP
McLean, Virginia
July 28, 2020
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated March 17, 2020, with respect to the consolidated financial statements of TerraForm Power, Inc., and the effectiveness of internal control over financial reporting of TerraForm Power, Inc., included in Amendment No. 1 of the Annual Report on Form 20-F of Brookfield Renewable Partners L.P. for the year ended December 31, 2019 incorporated by reference in this Amendment No. 2 to the Registration Statement on Form F-3 dated July 28, 2020 and the related prospectus of Brookfield Renewable Partners L.P. for the registration of its Limited Partnership Units.
/s/ Ernst & Young LLP
New York, New York
July 28, 2020
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement on Form F-3 of our report dated February 28, 2019 (relating to the consolidated financial statements of TERP Spanish HoldCo, S.L. (Sociedad unipersonal) as of December 31, 2018 and for the period from June 12, 2018 to December 31, 2018), appearing in the Annual Report on Form 20-F for the year ended December 31, 2019, as amended by Amendment No. 1 on Form 20-F/A, of Brookfield Renewable Partners L.P.
We also consent to the reference to us under the heading “Experts” in the Prospectus which is part of this Registration Statement.
| /s/ DELOITTE, S.L. |
| Madrid, Spain |
| July 28, 2020 |