Sec Form 13D Filing - Brookfield Corp filing for BROOKFIELD RENEWABLE CORP (BEPC) - 2020-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brookfield Renewable Corporation

(Name of Issuer)

class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

11284V105

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the class A exchangeable subordinate voting shares, no par value (the “Class A Shares”), of Brookfield Renewable Corporation, a corporation organized under the laws of British Columbia, Canada (the “Issuer”), with principal executive offices at 250 Vesey Street, 15th Floor, New York, NY 10281.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 99.1.

(b)-(c), (f) The principal business of Brookfield is alternative asset management. The principal business of Partners is that of a holding company. The principal business of BRPI is to hold certain of Brookfield’s renewable power investments. The principal business of BIC is of an investment company that holds investments in the real estate and forest products sectors, as well as a portfolio of preferred shares issued by the Brookfield’s subsidiaries. The principal business of BEP is to invest in and operate renewable power platforms. The principal business of BRPL is to act as general partner of BEP.

The principal business address of Brookfield, Partners, BRPI and BIC is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada. The principal business address of BEP and BRPL is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.

Schedules I to V hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of BAM, Partners, BRPI, BIC, and BRPL.

(d)-(e) During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.

On or about July 30, 2020, the Reporting Persons received an aggregate of 44,539,140 Class A Shares in connection with the previously announced special distribution of Class A Shares of the Issuer to the unitholders of BEP and Brookfield Renewable Energy L.P.

Item 4. Purpose of Transaction.

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Brookfield from time to time purchases the publicly traded shares of its subsidiaries and affiliates when these are available on the market at an attractive price relative to their value. Brookfield may begin or cease buying securities at any time. Any additional purchases of securities may be in the open market or privately negotiated transactions or otherwise. Brookfield reserves the right to take actions to influence the management of the Issuer should it deem such actions appropriate. Brookfield and its subsidiaries will hold their respective investments in the Issuer on a continuing basis and such holdings may be increased or decreased in the future.

Other than as described below or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

Item 5. Interest in Securities of the Issuer.

The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 44,539,140 shares, constituting approximately 38.8% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 114,877,953 outstanding as of July 31, 2020, which reflects the closing of the acquisition of all of the shares of class A common stock of TerraForm Power, Inc. not already owned by BEP and its affiliates.

(i) Brookfield

Shared voting power to vote or direct vote: 44,539,140* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,539,140* Class A Shares

* Includes 42,535,263 Class A Shares held by BRPI, 1,341,000 Cl ass A Shares held by BIC and 662,877 Class A Shares held by BREP Holding L.P. (“BREPH”). The general partner of BREPH is BRP Bermuda GP Limited (“BRP Bermuda”). BRPI, BIC, BREPH and BRP Bermuda are each a subsidiary of Brookfield.

(ii) Partners

Shared voting power to vote or direct vote: 44,539,140* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,539,140* Class A Shares

* This amount includes 44,539,140 Class A Shares beneficially owned by Brookfield.

(iii) BRPI

Shared voting power to vote or direct vote: 43,198,150* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 43,198,150* Class A Shares

* Includes 662,877 Class A Shares held by BREPH. The general partner of BREPH is BRP Bermuda, and BREPH and BRP Bermuda are subsidiaries of BRPI.

(iv) BIC

Shared voting power to vote or direct vote: 1,341,000 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 1,341,000 Class A Shares

(v) BEP

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(vi) BRPL

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(c) Other than the transactions described in Item 3 herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

BEP and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer, and all of the issued and outstanding class C non-voting shares of the Issuer, which entitle BEP to all of the residual value in the Issuer after payment in full of the amount due to holders of Class A Shares and class B shares of the Issuer and subject to the prior rights of holders of preferred shares of the Issuer. Together, Brookfield and BEP hold an approximate 84.7% voting interest in the Issuer.

Brookfield, the Issuer and BEP have entered into a registration rights agreement, dated as of July 30, 2020 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Issuer has agreed that, upon the request of Brookfield, the Issuer will file one or more registration statements or prospectuses to register for sale and qualify for distribution under applicable securities laws any Class A Shares held by Brookfield. The Issuer has also agreed to pay expenses in connection with such registration and sales and will indemnify Brookfield for material misstatements or omissions in a registration statement.

The Issuer has also entered into an equity commitment agreement, dated as of July 30, 2020 (the “Equity Commitment Agreement”) with BEP and one of its subsidiaries in the amount of $1 billion. The equity commitment may be called by the Issuer in exchange for the issuance of a number of class C shares of the Issuer to BEP or its affiliates corresponding to the amount of the equity commitment called divided by the volume-weighted average of the trading price for one Class A Share on the principal stock exchange on which the Class A Shares are listed for the five (5) days immediately preceding the date of the call. The equity commitment will be available in minimum amounts of $10 million and the amount available under the equity commitment will be reduced permanently by the amount so called. Before funds may be called on the equity commitment, a number of conditions precedent must be met, including that BEP continues to control the Issuer and has the ability to elect a majority of the Issuer’s board of directors. Pursuant to the Equity Commitment Agreement, BEP has also agreed not to declare or pay any distribution on the BEP Units (as defined below) if on such date the Issuer does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the Class A Shares.

Further, pursuant to the articles of the Issuer (the “Articles”), (a) holders of Class A Shares are entitled to exchange their Class A Shares for an equivalent number of limited partnership units of BEP (“BEP Units”) (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the Issuer) at

any time and (b) BEP may elect to satisfy the Issuer’s exchange obligation by acquiring such tendered Class A Shares for an equivalent number of BEP Units (subject to adjustment to reflect certain capital events) or its cash equivalent. Consequently, as of July 31, 2020, BEP may receive up to 114,877,953 Class A Shares in accordance with the terms of the Class A Shares. On July 30, 2020, Wilmington Trust, National Association (the “Rights Agent”) and Brookfield entered into the Rights Agreement (the “Rights Agreement”) pursuant to which Brookfield has agreed that it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to the Articles to exchange Class A Shares for BEP Units or its cash equivalent. Consequently, as of July 31, 2020, Brookfield may receive up to 70,338,813 Class A Shares in accordance with the terms of the Rights Agreement. The term of the Rights Agreement is until July 30, 2027 (and as will be automatically renewed for successive periods of two years thereafter, unless Brookfield provides the Rights Agent with written notice of termination in accordance with the terms of the Rights Agreement).

Additionally, the third amended and restated master services agreement dated as of May 11, 2020 amongst Brookfield, BEP and Brookfield Renewable Energy L.P., amongst others, was amended on July 30, 2020 to provide that, so long as Brookfield is a party to the Rights Agreement, Brookfield shall have a consent right prior to the issuance by the Issuer of any Class  A Shares, subject to certain exceptions.

The foregoing summaries of the Registration Rights Agreement, Equity Commitment Agreement, Rights Agreement and the Articles described in this Item 6 do not purport to be complete and, as such, are qualified in their entirety by the Registration Rights Agreement, the Equity Commitment Agreement, the Rights Agreement and the Articles set forth in Exhibits 99.2, 99.3, 99.4, and 99.5, respectfully hereto and incorporated in this Item 6 by reference.

Item 7. Materials to Be Filed as Exhibits.

Exhibit 99.1 Joint Filing Agreement

Exhibit 99.2 Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 6-K furnished on July 31, 2020)

Exhibit 99.3 Equity Commitment Agreement (incorporated by reference to Exhibit 10.9 to the Issuer’s Form 6-K furnished on July 31, 2020)

Exhibit 99.4 Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 6-K furnished on July 31, 2020)

Exhibit 99.5 Notice of Articles and Articles of Brookfield Renewable Corporation (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 6-K furnished on July 29, 2020)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE I

BROOKFIELD RENEWABLE POWER INC.

SCHEDULE II

BROOKFIELD INVESTMENTS CORPORATION

SCHEDULE III

BROOKFIELD RENEWABLE PARTNERS LIMITED

SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT INC.

SCHEDULE V

PARTNERS LIMITED