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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
BROOKFIELD RENEWABLE PARTNERS L.P. (Name of Issuer) |
Limited Partnership Units (Title of Class of Securities) |
G16258108 (CUSIP Number) |
Swati Mandava, Brookfield Corp Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 (416) 363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/24/2024 (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 (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G16258108 |
| 1 |
Name of reporting person
BROOKFIELD Corp /ON/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
313,640,823.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 60,703,416 limited partnership units (L.P. Units) of Brookfield Renewable Partners L.P. (the Issuer or BEP), 189,508,685 redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. (BRELP) beneficially owned by Brookfield Renewable Power Inc. (BRPI), 4,979,254 redeemable/exchangeable partnership units of BRELP held by Brookfield Energy Marketing L.P. (BEMLP), a wholly-owned subsidiary of Brookfield Corporation, 441,363 L.P. Units held by Brookfield Corporation (Brookfield), 8,046,000 L.P. Units held by Brookfield Investments Corporation (BIC) and 5,148,270 L.P. Units owned by a subsidiary of Brookfield Wealth Solutions Ltd. (formerly known as Brookfield Reinsurance Ltd.), a paired entity to Brookfield (BNT), that are subject to the terms of the Voting Agreement as previously described in Amendment No. 7 to Schedule 13D. This amount also includes Class A.2 Shares (as defined in Item 4) held as follows: 2,758,183 Class A.2 Shares held by BRPI, 28,961,500 Class A.2 Shares held by BIC, and 3,000,000 Class A.2 Shares held by BRPI Holding Inc. (BRPIH), each of which is a subsidiary of Brookfield Corporation, as well as 10,094,152 class A exchangeable subordinate voting shares (BEPC Shares) of Brookfield Renewable Corporation (BEPC) held by subsidiaries of BNT that are subject to the terms of the Voting Agreement as previously described in Amendment No. 7 to Schedule 13D. Each Class A.2 Share is exchangeable at the option of the holder for an L.P. Unit or a BEPC Share under ce
rtain circumstances. 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). Each redeemable/exchangeable partnership unit of BRELP is currently exchangeable for one L.P. Unit under certain circumstances.In reference to Row 13 above, as of December 27, 2024, there were approximately 285,111,569 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 144,921,168 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.8 percent.
SCHEDULE 13D
|
| CUSIP No. | G16258108 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
313,640,823.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes L.P. Units, redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT.In reference to Row 13 above, as of December 27, 2024, there were approximately 285,111,569 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 144,921,168 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares beneficially owned by Brookfield and BNT, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.8 percent.
SCHEDULE 13D
|
| CUSIP No. | G16258108 |
| 1 |
Name of reporting person
BROOKFIELD RENEWABLE POWER INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,949,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 60,703,416 L.P. Units and 189,508,685 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 2,758,183 Class A.2 Shares held by BRPI, 4,979,254 redeemable/exchangeable partnership units of BEMLP and 3,000,000 Class A.2 Shares held by BRPIH.In reference to Row 13 above, as of December 27, 2024, there were approximately 285,111,569 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 144,921,168 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the redeemable/exchangeable partnership units of BRELP and the Class A.2 Shares beneficially owned by BRPI, BRIPH and BEMLP are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 53.8 percent.
SCHEDULE 13D
|
| CUSIP No. | G16258108 |
| 1 |
Name of reporting person
BROOKFIELD INVESTMENTS CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,007,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 8,046,000 L.P. Units and 28,961,500 Class A.2 Shares held by BIC.In reference to Row 13 above, as of December 27, 2024, there were approximately 285,111,569 L.P. Units outstanding. Percentage assumes that all of the outstanding 194,487,939 redeemable/exchangeable partnership units of BRELP, all of the outstanding 144,921,168 BEPC Shares, and all of the outstanding 34,719,683 Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only the Class A.2 Shares beneficially owned by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 11.8 percent.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Limited Partnership Units | |
| (b) | Name of Issuer:
BROOKFIELD RENEWABLE PARTNERS L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
73 Front Street, 5th Floor, Hamilton,
BERMUDA
, HM 12. | |
Item 1 Comment:
Explanatory NoteT
his Amendment No. 8 (this "Amendment No. 8") to Schedule 13D is being filed by Brookfield, BAM Partners Trust, a trust established under the laws of the Province of Ontario (the "BAM Partnership"), BRPI, and BIC (collectively with Brookfield, the BAM Partnership and BRPI, the "Reporting Persons") to amend the original Schedule 13D, as amended through Amendment No. 7 thereto (the "Schedule 13D"). 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. 8. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:This Amendment No. 8 is being filed in connection with previously announced plan of arrangement (the "Arrangement") contemplated by an arrangement agreement dated as of October 9, 2024 among Brookfield Renewable Corporation, BEP, Brookfield and 1505127 B.C. Ltd. (which, upon closing of the Arrangement, was renamed "Brookfield Renewable Corporation" ("BEPC")).As a result of the Arrangement, which was consummated on December 24, 2024, among other things, (i) the public holders (i.e., those holders other than Brookfield and its subsidiaries) of class A exchangeable subordinate voting shares (the "Old BEPC Shares") of Brookfield Renewable Corporation (which, upon closing of the Arrangement, was renamed "Brookfield Renewable Holdings Corporation" ("Old BEPC")) exchanged their Old BEPC Shares on a one-for-one basis for class A exchangeable subordinate voting shares (the "BEPC Shares") of BEPC; (ii) Brookfield and its subsidiaries exchanged their Old BEPC Shares on a one-for-one basis for class A.2 exchangeable non-voting shares of Old BEPC ("Class A.2 Shares"), which are exchangeable for L.P. Units or BEPC Shares on a one for one basis, subject to the Ownership Cap (as defined below); (iii) the Old BEPC Shares were delisted from the Toronto Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE"); (iv) the BEPC Shares were listed on the TSX and the NYSE under the symbol "BEPC" (the ticker symbol previously used for the Old Class A Shares); and (v) BEPC became a reporting issuer in Canada; and (vi) BEPC became a successor issuer to Old BEPC by operation of Rule 12g-3(a) promulgated under the Exchange Act.As a result of the Arrangement, Brookfield and its subsidiaries own or exercise control or direction over approximately 34,719,683 Class A.2 Shares. The Class A.2 Shares held by Brookfield and its subsidiaries will be subject to a restriction that limits the exchange by Brookfield and its subsidiaries of Class A.2 Shares such that exchanges by Brookfield and its subsidiaries may not result in Brookfield and its subsidiaries owning 9.5 percent or more of the aggregate fair market value of all issued and outstanding shares of BEPC (the "Ownership Cap"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) of Schedule 13D is hereby amended and restated as follows:(a)-(b) The information relating to the beneficial ownership of the L.P. Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (and the footnotes thereto) is incorporated by reference herein.Assuming that all of the redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis), as of December 27, 2024, the Reporting Persons may be deemed to be the beneficial owner of 313,640,823 L.P. Units, and such L.P. Units would constitute approximately 47.6 percent of the issued and outstanding L.P. Units based on 285,111,569 L.P. Units outstanding as of December 27, 2024. | |
| (c) | (c) Except as described herein, 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 4 of this Amendment No. 8 is hereby incorporated by reference.Holders of BEPC Shares are entitled to exchange their BEPC Shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC) at any time. BEP 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. On December 24, 2024, Wilmington Trust, National Association and Brookfield entered into the Rights Agreement (the "Rights Agreement") pursuant to which Brookfield has agreed that, until July 30, 2027, it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BEPC's articles of incorporation to exchange BEPC Shares for L.P. Units or its cash equivalent.As of December 27, 2024, Brookfield may deliver up to 100,107,333 L.P. Units to satisfy exchanges of BEPC Shares in accordance with the terms of the Rights Agreement.The foregoing summary of the Rights Agreement described in this Item 6 does not purport to be complete and, as such, is qualified in its entirety by the Rights Agreement set forth in Exhibit 11 hereto and incorporated in this Item 6 by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:Exhibit 11.Rights Agreement, dated December 24, 2024, by and between Brookfield Corporation and Wilmington National Trust, N.A. (incorporated by reference to Exhibit 99.2 of Brookfield Renewable Corporation's Form 6-K filed with the SEC on December 27, 2024). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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