Pricing

Schedule 13D/A

Filed by: BROOKFIELD Corp
Total Shares:
44.8m
Subject Company: Brookfield Renewable Corporation Class A View Complete Ownership History
Filed as of Date: 2023-10-03
Event Date: 2023-09-29
Overall % Ownership: 24.9
Theoretical performance if you sold this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
2.4966 8.3522 16.3414 13.2058 41.0639 68 0 1

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
BROOKFIELD CORPORATION 0 44.8m 0 44.8m 44.8m 24.9%
BAM PARTNERS TRUST 0 44.8m 0 44.8m 44.8m 24.9%
BROOKFIELD RENEWABLE POWER INC 0 12.4m 0 12.4m 12.4m 6.9%
BROOKFIELD INVESTMENTS CORPORATION 0 29.0m 0 29.0m 29.0m 16.1%
BROOKFIELD RENEWABLE PARTNERS LIMITED 0 0 0 0 0 0%
BROOKFIELD RENEWABLE PARTNERS LP 0 0 0 0 0 0%
View Original Filing on Edgar's

Raw Filing Contents

0001104659-23-106432.txt : 20231003
0001104659-23-106432.hdr.sgml : 20231003
20231003164848
ACCESSION NUMBER:		0001104659-23-106432
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20231003
DATE AS OF CHANGE:		20231003
GROUP MEMBERS:		BAM PARTNERS TRUST
GROUP MEMBERS:		BROOKFIELD INVESTMENTS CORP
GROUP MEMBERS:		BROOKFIELD RENEWABLE PARTNERS L.P.
GROUP MEMBERS:		BROOKFIELD RENEWABLE PARTNERS LTD
GROUP MEMBERS:		BROOKFIELD RENEWABLE POWER INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Brookfield Renewable Corp
		CENTRAL INDEX KEY:			0001791863
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A1
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-91589
		FILM NUMBER:		231304785

	BUSINESS ADDRESS:	
		STREET 1:		250 VESEY STREET, 15TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1023
		BUSINESS PHONE:		(212) 417-7000

	MAIL ADDRESS:	
		STREET 1:		250 VESEY STREET, 15TH FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1023

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BROOKFIELD Corp /ON/
		CENTRAL INDEX KEY:			0001001085
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			A6
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		BROOKFIELD PLACE, 181 BAY ST, STE 100
		STREET 2:		PO BOX 762
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5J2T3
		BUSINESS PHONE:		416-363-9491

	MAIL ADDRESS:	
		STREET 1:		BROOKFIELD PLACE, 181 BAY ST, STE 100
		STREET 2:		PO BOX 762
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5J2T3

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BROOKFIELD ASSET MANAGEMENT INC.
		DATE OF NAME CHANGE:	20051116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BRASCAN CORP/
		DATE OF NAME CHANGE:	20010321

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EDPERBRASCAN CORP
		DATE OF NAME CHANGE:	19970904
SC 13D/A 1 tm2327492d1_sc13da.htm SC 13D/A

 

 

 

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 Corporation

(Name of Issuer)

 

Class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

 

11284V105

(CUSIP Number)

 

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

(416) 363-9491

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

 

September 29, 2023

(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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act.

 

 

 

 

 

 

CUSIP No. 11284V105

 

1  

NAMES OF REPORTING PERSONS

BROOKFIELD CORPORATION

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x 

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*

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

44,813,835*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,813,835*

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)

24.9%**

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: 9,390,636 Class A Shares held by Brookfield Renewable Power Inc. (“BRPI”), 3,000,000 Class A Shares held by BRPI Holdings Inc. (“BRPIH”), and 28,961,500 Class A Shares held by Brookfield Investments Corporation (“BIC”), each of which is a subsidiary of Brookfield Corporation (“Brookfield”) and 3,461,699 Class A Shares held by subsidiaries of Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) as described in Item 4 of this Amendment No. 4.

 

(2) Percentage ownership is based on an aggregate number of outstanding Class A Shares of 179,652,266 as of September 30, 2023. 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 and Brookfield Renewable Partners L.P. hold an approximate 81.2% voting interest in the Issuer.

 

 

 

 

CUSIP No. 11284V105

 

1  

NAMES OF REPORTING PERSONS

BAM PARTNERS TRUST

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

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*

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

44,813,835*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,813,835*

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)

24.9%**

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

* Includes 44,813,835 Class A Shares beneficially owned by Brookfield.

 

** Percentage ownership is based on an aggregate number of outstanding Class A Shares of 179,652,266 as of September 30, 2023.

 

 

 

 

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) x

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

12,390,636*

  9  

SOLE DISPOSITIVE POWER

0

  10  

SHARED DISPOSITIVE POWER

12,390,636*

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,390,636*

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)

6.9%**

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

* Includes 3,000,000 Class A Shares beneficially owned by BRPIH, a subsidiary of BRPI.

 

** Percentage ownership is based on an aggregate number of outstanding Class A Shares of 179,652,266 as of September 30, 2023.

 

 

 

 

CUSIP No. 11284V105

 

1  

NAMES OF REPORTING PERSONS

BROOKFIELD INVESTMENTS CORPORATION

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨ (b) x

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)

16.1%*

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

 

* Percentage ownership is based on an aggregate number of outstanding Class A Shares of 179,652,266 as of September 30, 2023.

 

 

 

 

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) x

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) x

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)

PN

 

* 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 and Brookfield Renewable Partners L.P. hold an approximate 81.2% voting interest in the Issuer.

 

 

 

 

Explanatory Note

 

This Amendment No. 4 (this “Amendment No. 4”) to Schedule 13D is being filed by Brookfield, BAM Partners Trust (the “BAM Partnership”), BRPI, BIC, Brookfield Renewable Partners Limited (“BRPL”) and Brookfield Renewable Partners L.P. (“BEP”, and collectively with Brookfield, the BAM Partnership, BRPI, BIC and BRPL, the “Reporting Persons”) to amend the original Schedule 13D, as amended through Amendment No. 3 thereto (the “Schedule 13D”).

 

Information and defined terms reported in the 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. 4.

 

Item 2. Identity and Background.

 

(d)-(e)

 

During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.

 

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

 

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

 

Item 4. Purpose of Transaction.

 

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

 

On September 29, 2023, BRPI transferred an aggregate of 3,461,699 Class A Shares to wholly-owned subsidiaries of Brookfield Reinsurance at a value of $25.9988 per Class A Share. Brookfield and Brookfield Reinsurance agreed (the “Voting Agreement”) that all decisions to be made by subsidiaries of Brookfield Reinsurance with respect to the voting of the Class A Shares held by subsidiaries of Brookfield Reinsurance will be made jointly by mutual agreement of the applicable Brookfield Reinsurance subsidiary and Brookfield.

 

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 Class A Shares, constituting 24.9% of the Issuer’s currently outstanding Class A Shares, which includes the Class A Shares held by subsidiaries of Brookfield Reinsurance as described in Item 4. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 179,652,266 outstanding as of September 30, 2023.

 

(i) Brookfield

 

  a. Brookfield may be deemed the beneficial owner of 44,813,835* Class A Shares, constituting a percentage of approximately 24.9%
  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 9,390,636 Class A Shares held by BRPI, 3,000,000 Class A Shares held by BRPIH, and 28,961,500 Class A Shares held by BIC, each of which are subsidiaries of Brookfield, and 3,461,699 Class A Shares held by subsidiaries of Brookfield Reinsurance as described in Item 4.

 

 

 

 

(ii) BAM Partnership

 

  a. BAM Partnership may be deemed the beneficial owner of 44,813,835* Class A Shares, constituting a percentage of approximately 24.9%
  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 12,390,636* Class A Shares, constituting a percentage of approximately 6.9%
  b. Sole voting power to vote or direct vote: 0 Class A Shares

 

Shared voting power to vote or direct vote: 12,390,636* Class A Shares

 

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

 

Shared power to dispose or direct the disposition: 12,390,636* Class A Shares

 

* Includes 3,000,000 Class A Shares held by BRPIH.

 

(iv) BIC

 

  a. BIC may be deemed the beneficial owner of 28,961,500 Class A Shares, constituting a percentage of approximately 16.1%
  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) 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

 

 

 

 

(vi) 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

 

(c) 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 4 of this Amendment No. 4 is hereby incorporated by reference.

 

As of September 30, 2023, Brookfield and BEP hold an approximate 81.2% voting interest in the Issuer, BEP may receive up to 179,652,266 Class A Shares in accordance with the terms of the Class A Shares and Brookfield may receive up to 134,838,431 Class A Shares in accordance with the terms of the Rights Agreement.

 

Item 7. Materials to Be Filed as Exhibits.

 

Exhibit 99.9 Voting Agreement dated September 29, 2023.

 

 

 

 

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.

 

October 3, 2023 BROOKFIELD CORPORATION
     
  By: /s/ Swati Mandava
    Name: Swati Mandava
    Title: Managing Director, Legal and Regulatory
   
  BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
     
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Secretary
   
  BROOKFIELD RENEWABLE POWER INC.
     
  By: /s/ Jennifer Mazin
    Name: Jennifer Mazin
    Title: General Counsel and Corporate Secretary
   
  BROOKFIELD INVESTMENTS CORPORATION
     
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Senior Vice-President, General Counsel and Secretary
   
  BROOKFIELD RENEWABLE PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary
   
  BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner BROOKFIELD RENEWABLE PARTNERS LIMITED
     
  By: /s/ Jane Sheere
    Name: Jane Sheere
    Title: Secretary