Sec Form 13D Filing - BROOKFIELD Corp filing for BROOKFIELD RENEWABLE PARTNERS (BEP) - 2020-10-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

BROOKFIELD RENEWABLE PARTNERS L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16258 10 8

(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)

October 13, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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

(Continued on following pages)

Explanatory Note

This Amendment No. 4 (this “Amendment No. 4”) to Schedule 13D is being filed by Brookfield Asset Management Inc. (“Brookfield”), Partners Limited (“Partners”), Brookfield Renewable Power Inc. (“BRPI”) and Brookfield Investments Corporations (“BIC,” and collectively with Brookfield, Partners, and BRPI, the “Reporting Persons”) to reflect the closing on October 13, 2020 of the previously announced secondary offering in Canada (the “Canadian Offering”) by Brookfield International Limited (“BIL”), a wholly-owned subsidiary of Brookfield, of an aggregate of 4,663,250 class A exchangeable subordinate voting shares, no par value (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”). Each BEPC share is exchangeable at the option of the holder for one limited partnership unit (“L.P. Unit”) of Brookfield Renewable Partners L.P. (the “Issuer”) (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC).

Unless otherwise indicated, all references to “C$” in this Amendment No. 4 are to Canadian dollars.

Information and defined terms reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 4.

Item 2. Identity and Background.

Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:

Schedule I hereto sets forth an updated list of Brookfield’s directors and executive officers (to be included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the original Schedule 13D is hereby amended and supplemented as follows:

On October 13, 2020, BIL and the Issuer entered into an Underwriting Agreement (the “Underwriting Agreement”) with BEPC and the underwriters party thereto (the “Underwriters”), pursuant to which BIL agreed to sell 4,055,000 BEPC shares to the Underwriters for an aggregate gross purchase price of C$325,211,000, or C$80.20 per BEPC share. In addition, BIL granted the Underwriters an option to purchase an additional 608,250 BEPC shares (the “Option Shares”) at the same price as the sales made in the Canadian Offering. The Underwriters exercised the option to purchase the Option Shares in full on October 7, 2020 for an aggregate gross purchase price of C$48,781,650. An aggregate of 4,663,250 BEPC shares were sold in the Canadian Offering, which closed on October 13, 2020.

Each BEPC share is exchangeable at the option of the holder for one L.P. Unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC). The Issuer may elect to satisfy BEPC’s exchange obligation by acquiring such tendered BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated by reference as Exhibit 7.

Item 4. Purpose of Transaction.

Item 4 of the original Schedule 13D is hereby supplemented as follows:

The information set forth in Item 3 of this Amendment No. 4 is hereby incorporated by reference.

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) of Schedule 13D is hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of L.P. Units of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 215,367,457 units, constituting approximately 50.4% of the Issuer’s currently outstanding L.P. Units. The percentage of L.P. Units of the Issuer in this Item 5 is based on an aggregate number of L.P. Units of 183,199,467 outstanding as of October 13, 2020 and assumes that all of the outstanding 129,658,623 redeemable/exchangeable partnership units of BRELP and all of the outstanding 114,791,104 BEPC shares are exchanged for L.P. Units (on a one-for-one basis).

Shared voting power to vote or direct vote: 215,367,457* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 215,367,457* L.P. Units

* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI, and 5,364,000 L.P. Units held by BIC. This amount also includes BEPC shares held as follows: 37,872,013 BEPC shares held by BRPI, 1,341,000 BEPC shares held by BIC and 662,877 BEPC 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.

** Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI, BIC and BREPH, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.1%.

Shared voting power to vote or direct vote: 215,367,457* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 215,367,457* L.P. Units

* This amount includes 45,832,944 L.P. Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 39,875,890 BEPC shares beneficially owned by Brookfield.

** Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by Brookfield are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.1%.

Shared voting power to vote or direct vote: 208,662,457* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 208,662,457* L.P. Units

* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 37,872,013 BEPC shares held by BRPI and 662,877 BEPC shares held by BREPH. The general partner of BREPH is BRP Bermuda, and BREPH and BRP Bermuda are subsidiaries of BRPI.

** Assuming that only the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.4%.

Shared voting power to vote or direct vote: 6,705,000* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 6,705,000* L.P. Units

* This amount includes 5,364,000 L.P. Units and 1,341,000 BEPC shares held by BIC.

** Assuming that only the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 3.6%.

(c) On October 5, 2020, prior to the commencement of the Canadian Offering, BRPI transferred to BIL the 4,663,250 BEPC shares ultimately offered and sold in the Canadian Offering. Other than the transactions described in this Amendment No. 4, there have been no transactions by the Reporting Persons in the L.P. Units during the past 60 days.

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

Item 6 of the Schedule 13D is hereby supplemented as follows:

The information set forth in Item 3 of this Amendment No. 4 is hereby incorporated by reference.

As of October 13, 2020, Brookfield may deliver up to 74,915,214 Units to satisfy exchanges of BEPC shares in accordance with the terms of the Rights Agreement.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the original Schedule 13D is hereby amended to add the following exhibit:

SIGNATURES

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

Dated: October 14, 2020

SCHEDULE I

BROOKFIELD ASSET MANAGEMENT INC.