Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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)
February 16, 2021
(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
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD ASSET MANAGEMENT INC. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
44,813,835(1) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
44,813,835(1) |
11 |
AGGREGA TE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,813,835(1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.0%(2)(3) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount includes class A exchangeable subordinate voting shares, no par value (the Class A Shares) of Brookfield Renewable Corporation (the Issuer) held as follows: 14,858,019 Class A Shares held by Brookfield Renewable Power Inc., 28,961,500 Class A Shares held by Brookfield Investments Corporation and 994,316 Class A Shares held by BREP Holding L.P., each of which is a subsidiary of Brookfield Asset Management Inc. |
(2) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of 172,201,415 as of February 16, 2021. |
(3) | Brookfield Renewable Partners L.P. 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. Together, Brookfield Asset Management Inc. and Brookfield Renewable Partners L.P. hold an approximate 81.5% voting interest in the Issuer. |
CUSIP No. 11284V105
1 |
NAMES OF REPORTING PERSONS
PARTNERS LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
44,813,835(4) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
44,813,835(4) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,813,835(4) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.0%(5) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(4) | Includes 44,813,835 Class A Shares beneficially owned by Brookfield Asset Management Inc. |
(5) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of 172,201,415 as of February 16, 2021. |
CUSIP No. 11284V105
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD RENEWABLE POWER INC. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
15,852,335(6) | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
15,852,335(6) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,852,335(6) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%(7) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(6) | Includes 994,316 Class A Shares beneficially owned by BREP Holding L.P., a subsidiary of Brookfield Renewable Power Inc. |
(7) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of 172,201,415 as of February 16, 2021. |
CUSIP No. 11284V105
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD INVESTMENTS CORPORATION | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
ONTARIO |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
28,961,500 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
28,961,500 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,961,500 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%(8) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(8) | Percentage ownership is based on an aggregate number of outstanding C lass A Shares of 172,201,415 as of February 16, 2021. |
CUSIP No. 11284V105
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD RENEWABLE PARTNERS LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
CUSIP No. 11284V105
1 |
NAMES OF REPORTING PERSONS
BROOKFIELD RENEWABLE PARTNERS L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%(9) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(9) | Brookfield Renewable Partners L.P. and its affiliates beneficially owns all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer. Together, Brookfield Asset Management Inc. and Brookfield Renewable Partners L.P. hold an approximate 81.5% voting interest in the Issuer. |
Explanatory Note
This Amendment No. 2 (this Amendment No. 2) to Schedule 13D is being filed to by Brookfield Asset Management Inc. (Brookfield), Partners Limited (Partners), Brookfield Renewable Power Inc. (BRPI), Brookfield Investments Corporation (BIC), Brookfield Renewable Partners L.P. (BEP) and Brookfield Renewable Partners Limited (BRPL, and collectively with Brookfield, Partners, BRPI, BIC and BEP, the Reporting Persons) to reflect the closing on February 16, 2021 of the previously announced secondary offering (the Offering) by BIC, BPY Holdings Inc. (BPYH), BPY Canada Investor Inc. (BPYCI), Brookfield International Limited (BIL), Brookfield Holdings (Alberta) Limited (BHAL), and Brookfield Financial Real Estate Holdings Inc. (BFREH, and collectively with BIC, BPYH, BPYCI, BIL and BHAL, the Selling Shareholders), each a subsidiary of Brookfield, of an aggregate of 15,000,000 class A exchangeable subordinate voting shares, no par value (Class A Shares) of Brookfield Renewable Corporation (the Issuer).
Information and defined terms reported in the original Schedule 13D remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 2.
Item 2. Identity and Background.
Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:
Schedules I, II, III, IV and V hereto set forth updated names of directors and executive officers of Brookfield, Partners, BRPI, BIC, and BRPL (to be included as Scheduled Persons), respectively, 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 February 10, 2021, the Selling Shareholders, BRPI, BREP Holding L.P., BEP and the Issuer entered into an Underwriting Agreement (the Underwriting Agreement) with the underwriters party thereto (the Underwriters), pursuant to which the Selling Shareholders agreed to sell an aggregate of 15,000,000 Class A Shares to the Underwriters for an aggregate gross purchase price of $772,500,000, or $51.50 per Class A Share. In addition, BIC has granted the Underwriters an option to purchase an additional 2,250,000 Class A Shares at the same price as the sales made in the Offering, which option is exercisable until March 18, 2021. The Offering closed on February 16, 2021.
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 99.7.
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. 2 is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) of the original Schedule 13D is hereby amended and restated as follows:
(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 44,813,835 shares, constituting 26.0% of the Issuers 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 the Issuer of 172,201,415 outstanding as of February 16, 2021.
(i) Brookfield
a. | Brookfield may be deemed the beneficial owner of 44,813,835* Class A Shares, constituting a percentage of approximately 26.0% |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 44,813,835* Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 44,813,835* Class A Shares
* | Includes 14,858,019 Class A Shares held by BRPI, 28,961,500 Class A Shares held by BIC and 994,316 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
a. | Partners may be deemed the beneficial owner of 44,813,835* Class A Shares, constituting a percentage of approximately 26.0% |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 44,813,835* Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 44,813,835* Class A Shares
* | This amount includes 44,813,835 Class A Shares beneficially owned by Brookfield. |
(iii) BRPI
a. | BRPI may be deemed the beneficial owner of 15,852,335* Class A Shares, constituting a percentage of approximately 9.2% |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 15,852,335* Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 15,852,335* Class A Shares
* | Includes 994,316 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
a. | BIC may be deemed the beneficial owner of 28,961,500 Class A Shares, constituting a percentage of approximately 16.8% |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 28,961,500 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 28,961,500 Class A Shares
(v) BEP
a. | BEP does not beneficially own any Class A Shares |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
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
a. | BRPL does not beneficially own any Class A Shares |
b. | Sole voting power to vote or direct vote: 0 Class A Shares |
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) Prior to the closing of the Offering, (i) BRPI transferred to BIC, BPYCI, BIL, BHAL and BFREH 37,011,500 Class A Shares, 4,800,000 Class A Shares, 450,000 Class A Shares, 600,000 Class A Shares and 1,100,000 Class A Shares, respectively, of which BIC, BPYCI, BIL, BHAL and BFREH sold 3,950,000 Class A Shares, 4,800,000 Class A Shares, 450,000 Class A Shares, 600,000 Class A Shares and 1,100,000 Class A Shares, respectively, in the Offering and (ii) BIC transferred to BPYH 4,100,000 Class A Shares, of which BPYH sold 4,100,000 Class A Shares in the Offering. Other than the transactions described in this Amendment No. 2, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 3 of this Amendment No. 2 is hereby incorporated by reference.
As of February 16, 2021, Brookfield and BEP hold an approximate 81.5% voting interest in the Issuer, BEP may receive up to 172,201,415 Class A Shares in accordance with the terms of the Class A Shares and Brook field may receive up to 127,387,580 Class A 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 and supplemented as follows:
Exhibit 99.7 Underwriting Agreement, dated February 10, 2021, by and among the Selling Shareholders, the Issuer, BEP, BRPI, BREP Holding L.P. and the Underwriters (incorporated by reference from the Issuers and BEPs Form 6-K filed with the Securities and Exchange Commission on February 12, 2021).
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
February 17, 2021 | BROOKFIELD ASSET MANAGEMENT INC. | |||||
By: | /s/ Kathy Sarpash | |||||
Name: Kathy Sarpash | ||||||
Title: Senior Vice President | ||||||
PARTNERS LIMITED | ||||||
By: | /s/ Brian Lawson | |||||
Name: Brian Lawson | ||||||
Title: President | ||||||
BROOKFIELD RENEWABLE POWER INC. | ||||||
By: | /s/ Jennifer Mazin | |||||
Name: Jennifer Mazin | ||||||
Title: Senior Vice President and Secretary | ||||||
BROOKFIELD INVESTMENTS CORPORATION | ||||||
By: | /s/ Tom Corbett | |||||
Name: Tom Corbett | ||||||
Title: Vice President and Chief Financial Officer | ||||||
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner BROOKFIELD RENEWABLE PARTNERS LIMITED | ||||||
By: | /s/ Jane Sheere | |||||
Name: Jane Sheere | ||||||
Title: Secretary | ||||||
BROOKFIELD RENEWABLE PARTNERS LIMITED | ||||||
By: | /s/ Jane Sheere | |||||
Name: Jane Sheere | ||||||
Title: Secretary |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of Officer or Director | Principal Business Address |
Principal Occupation or |
Citizenship | |||
M. Elyse Allan, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Corporate Director | Canada and U.S.A. | |||
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Head of Corporate Strategy and Chief Legal Officer, Brookfield | Canada | |||
Jeffrey M. Blidner, Vice Chair and Director |
181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Angela F. Braly, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. |
Corporate Director | U.S.A. | |||
Jack L. Cockwell, Director | 51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Marcel R. Coutu, Director | c/o Suite 1210, 225 6th Ave. S.W. Calgary, Alberta, T2P 1N2, Canada |
Corporate Director | Canada | |||
Maureen Kempston Darkes, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Janice Fukakusa, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Murilo Ferreira, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Former Chief Executive Officer, Vale SA | Brazil | |||
J. Bruce Flatt, Director, Managing Partner and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer, Brookfield | Canada | |||
Nicholas H. Goodman, Managing Partner and Chief Financial Officer | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Managing Partner and Chief Financial Officer, Brookfield | United Kingdom | |||
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate | 250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A. | Managing Partner, Chief Executive Officer Real Estate, Brookfield | Canada | |||
Brian D. Lawson, Vice Chair and Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair and Director, Brookfield | Canada |
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity |
181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer of Private Equity, Brookfield | Canada | |||
Howard S. Marks, Director | 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management | U.S.A. | |||
Frank J. McKenna, Director | TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada |
Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada | |||
Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain | |||
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments |
181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
Managing Partner, Chief Executive Officer Alternative Investments, Brookfield | Canada | |||
Lord Augustine Thomas ODonnell, Director |
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA |
Chairman of Frontier Economics Limited | United Kingdom | |||
Hutham S. Olayan, Director |
505 Park Avenue, New York, NY 10022, U.S.A. | Chairman of The Olayan Group | U.S.A. and Saudi Arabia | |||
Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer, Brookfield | Canada | |||
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, Brookfield | Canada | |||
Ngee Huat Seek, Director | 501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
Sachin G. Shah, Managing Partner, Chief Investment Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada | |||
Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada | |||
Connor Teskey, Managing Partner and Chief Executive Officer Renewable Power | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer Renewable Power, Brookfield | Canada |
SCHEDULE II
PARTNERS LIMITED
N ame and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President Finance, Brookfield | Canada | |||
Jack L. Cockwell, Director and Chairman of the Board |
51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Chair of Brookfield Partners Foundation | Canada | |||
Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator and Corporate Secretary, Brookfield | Canada | |||
Brian W. Kingston, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Real Estate, Brookfield | Canada | |||
Brian D. Lawson, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Cyrus Madon, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity, Brookfield | Canada | |||
Samuel J.B. Pollock, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, Brookfield | Canada | |||
Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Sachin Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada | |||
Tim Wang, Assistant Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, Brookfield | Canada |
SCHEDULE III
BROOKFIELD RENEWABLE POWER INC.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or |
Citizenship | |||
Douglas Christie, Director and Senior Vice-President | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Brookfield | Canada | |||
Julian Deschatelets, Director and Senior Vice-President | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Brookfield | Canada | |||
Wyatt Hartley, Director and Chief Financial Officer | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Brookfield | Canada | |||
Jennifer Mazin, Director and Senior Vice-President and Secretary | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Brookfield | Canada | |||
Connor Teskey, Chief Executive Officer | One Canada Square, Level 25, Canary Wharf, London, E14 5AA United Kingdom | Managing Partner, Chief Executive Officer Renewable Power, Brookfield | Canada | |||
Ruth Kent, Chief Operating Officer | Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Brookfield | Ireland |
SCHEDULE IV
BROOKFIELD INVESTMENTS CORPORATION
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Thomas Corbett, Vice President and Chief Financial Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director, Finance, Brookfield | Canada | |||
Lorretta M. Corso, Vice President and Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator and Corporate Secretary, Brookfield | Canada | |||
Howard Driman, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
Frank L.C. Lochan, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Corporate Director | Canada | |||
Edward C. Kress, Director, Chairman and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Danesh K. Varma, Director | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. |
Corporate Director | United Kingdom | |||
Leslie Yuen, Vice President and Controller | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President, Brookfield | Canada |
SCHEDULE V
BROOKFIELD RENEWABLE PARTNERS LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or |
Citizenship | |||
Jeffrey M. Blidner, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Nancy Dorn, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | U.S.A. | |||
Scott Cutler, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Chief Executive Officer, StockX | U.S.A. | |||
David Mann, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | Canada | |||
Lou Maroun, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | Canada | |||
Sachin Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada | |||
Stephen Westwell, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | United Kingdom | |||
Patricia Zuccotti, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | U.S.A. | |||
Gregory Ernest Alexander Morrison, President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | President of Brookfield Bermuda Ltd | Canada | |||
Gregory Noel McConnie, Vice President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | President and CEO of Brookfield International Bank Inc. | Barbados | |||
James Alexander Bodi, Vice President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | CEO of Brookfield Bermuda Ltd | Canada | |||
Jane Sheere, Secretary | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Manager Corporate Services of Brookfield Bermuda Ltd | United Kingdom | |||
Anna Knapman-Scott, Assistant Secretary | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Operations Manager and Legal Counsel of Brookfield Bermuda Ltd | United Kingdom |