Investment Highlights:
- Merger creates one of the largest, integrated pure-play renewable power companies in the world with a 15,000 MW development pipeline, one of the strongest investment grade balance sheets in the sector and a 20-year track record of creating shareholder value across multiple economic cycles
- Expected to be immediately cash accretive to Brookfield Renewable, simplifies its corporate structure, and further expands its global renewable portfolio in
North America andWestern Europe - Available liquidity post-transaction will be approximately $3.4 billion
- Brookfield Renewable intends to complete its previously announced unit split and creation of Brookfield Renewable Corporation on July 30
BROOKFIELD, News, July 29, 2020 (GLOBE NEWSWIRE) -- Brookfield Renewable Partners L.P. (“BEP”) (NYSE: BEP; TSX: BEP.UN), Brookfield Renewable Corporation (“Brookfield Renewable Corporation” or “BEPC”) (NYSE,TSX: BEPC) (or together “Brookfield Renewable”) and TerraForm Power, Inc. ("TerraForm Power" or "TERP") (Nasdaq: TERP) today jointly announced that TERP’s stockholders voted to approve the previously announced merger transactions (the “Merger”) in which Brookfield Renewable will acquire all of the outstanding shares of TERP, other than the approximately 62% already owned by Brookfield Renewable and its affiliates. The Merger is expected to close on July 31.
Brookfield Renewable also intends to complete the previously announced special distribution of shares of Brookfield Renewable Corporation on July 30. From an economic and accounting perspective, the special distribution will be analogous to a unit split as it does not result in any underlying change to aggregate cash flows or net asset value except for the adjustment for the aggregate number of units/shares outstanding.
Each BEP unitholder of record as of July 27 will receive one (1) class A exchangeable subordinate voting share of BEPC for every four (4) BEP units held. The shares will commence regular-way trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “BEPC” on July 30.
“We look forward to completing the merger with TerraForm Power”, said Sachin Shah, CEO of Brookfield Renewable. “The transaction is immediately cash accretive and further enhances Brookfield Renewable’s position as one of the largest, publicly traded pure-play renewable power businesses globally. We are also excited to be launching Brookfield Renewable Corporation, which provides investors greater flexibility to invest in our business.”
Merger Details
As consideration for the Merger, TERP stockholders have elected to receive, for each share of TERP Class A common stock held, either 0.47625 of a BEPC share or 0.47625 of a BEP unit. TERP stockholders who did not make a valid election to receive BEP units as consideration prior to 5:00 p.m. EST on July 28, 2020 will receive BEPC shares. BEPC expects to issue 37,035,241 shares as part of the Merger, which together with the BEPC shares issued through the special distribution will bring total BEPC shares outstanding to 114,877,953. BEP expects to issue 4,034,469 units as part of the Merger, increasing total BEP units outstanding to 315,405,318.
After completion of the Merger, Class A shares of TERP common stock are expected to be delisted from the Nasdaq Stock Market and deregistered under the Exchange Act (as defined below).
BMO Capital Markets and Scotiabank served as financial advisors and Cravath, Swaine & Moore LLP and Torys LLP served as legal counsel to Brookfield Renewable.
Morgan Stanley & Co. LLC and Greentech Capital Advisors served as financial advisors and Kirkland & Ellis LLP and Richards, Layton & Finger, P.A. served as legal counsel to the Special Committee of TERP’s Board of Directors.
Brookfield Renewable operates one of the world’s largest publicly traded, pure-play renewable power platforms. Our portfolio consists of hydroelectric, wind, solar and storage facilities in
Brookfield Renewable is the flagship listed renewable power company of Brookfield Asset Management, a leading global alternative asset manager with over
TerraForm Power owns and operates a best-in-class renewable power portfolio of solar and wind assets located primarily in
| Brookfield Contact Information: | |
| Media: | Investors: |
| Claire Holland | Cara Silverman |
| Senior Vice President – Communications | Manager – Investor Relations |
| (416) 369-8236 | (416) 649-8172 |
| [email protected] | [email protected] |
| TerraForm Power Contact Information: | |
| Sherif El-Azzazi | |
| Head of Investor Relations | |
| (646) 992-2437 | |
| [email protected] | |
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the
The foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this press release and should not be relied upon as representing our views as of any subsequent date. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law.
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