SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 x.

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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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)

 

 

 

* Includes 129,658,623 redeemable/exchangeable partnership units. See Item 5.

 

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* Includes 129,658,623 redeemable/exchangeable partnership units. See Item 5.

 

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* Includes 129,658,623 redeemable/exchangeable partnership units. See Item 5.

 

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Item 1. Security and Issuer

 

The title and class of equity security to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the Limited Partnership Units (the “L.P. Units”) of Brookfield Renewable Partners Ltd. (“BEP”), a Bermuda corporation. The principal executive offices of the Issuer are located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.

 

Item 2.         Identity and Background

 

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

 

(i)            Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario;

 

(ii)           Partners Limited (“Partners”), corporation formed under the laws of the Province of Ontario. Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares; and

 

(iii)          Brookfield Renewable Power Inc. (“BRPI”), a corporation formed under the laws of the Province of Ontario and a wholly-owned subsidiary of Brookfield.

 

Schedules I, II and III hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses, and citizenships, of the Brookfield, Partners and BRPI, respectively.

 

(b)                                 The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors.  The principal business of Partners is that of a holding company.  The principal business of BRPI is to hold Brookfield’s renewable power investments.  The principal business address of each of the Reporting Persons is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3.

 

(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.

 

(f)                                   Schedules I, II and III hereto set forth the citizenship of each of the Scheduled Persons who is a natural person.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

On June 6, 2016, BEP announced that it had agreed to issue 10,655,000 L.P. Units, on a bought deal basis, to a syndicate of underwriters (the “Public Offering”) at a price of C$37.55 per L.P. Unit for gross proceeds of C$400,095,250. In connection with the Public Offering, it was announced that Brookfield (or one of its affiliates) would enter into a subscription agreement with BEP (the “Subscription Agreement”), pursuant to which Brookfield would agree to purchase 11,098,958 L.P. Units at a price of C$36.048 per L.P. Unit for gross proceeds of C$400,095,237 (the “Concurrent Private Placement”).  Brookfield was also provided the option to subscribe for additional L.P. Units in proportion to the extent that the underwriters’ over-allotment option to the Public Offering is exercised, up to a maximum of 1,664,844 additional L.P. Units (the “Private Placement Option”). BRPI (as a wholly-owned subsidiary of Brookfield) and BEP entered into the Subscription Agreement on June 7, 2016 and the Public Offering and Concurrent Private Placement closed on June 10, 2016. On June 15, 2016, the underwriters gave

 

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notice that that they would be exercising the over-allotment option to the Public Offering and agreed to purchase an additional 1,598,250 L.P. Units. The purchase of these additional L.P. Units closed on June 16, 2016.  Brookfield did not exercise the Private Placement Option.

 

The purchase of the L.P. Units was funded with cash on hand.

 

Item 4.         Purpose of Transaction.  See Items 3 and 5.

 

The Reporting Persons from time to time make certain investments, including purchases of publicly traded securities. The Reporting Persons 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. The Reporting Persons reserve the right to take actions to influence the management of BEP should they deem such actions appropriate.

 

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

 

(a)                               the acquisition by any person of additional securities of the Issuer, or the disposition of securities of BEP;

 

(b)                               an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving BEP or any of its subsidiaries;

 

(c)                                a sale or transfer of a material amount of assets of BEP or any of its subsidiaries;

 

(d)                               any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                                any material change in the present capitalization or dividend policy of BEP;

 

(f)                                 any other material change in BEP’s business or corporate structure;

 

(g)                                changes in BEP’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of BEP by any person;

 

(h)                               causing a class of securities of BEP to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                                   a class of equity securities of BEP becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)                                  any action similar to any of those enumerated above.

 

Item 5.         Interest in Securities of the Issuer

 

(a)-(b)                  As of the date hereof, Brookfield, Partners and BRPI may be deemed to be the beneficial owners of 51,125,944 L.P. Units, and such L.P. Units constitute approximately 28% of the issued and outstanding L.P. Units based on the number of L.P. Units outstanding as of June 6, 2016. Brookfield, Partners and BRPI may be deemed to be the beneficial owners of 129,658,623 redeemable/exchangeable Partnership units.  Assuming that all of the redeemable/exchangeable partnership units of BEP were exchanged for L.P. Units pursuant to the redemption-exchange mechanism, as of the date hereof, Brookfield, Partners and BRPI, may be deemed to be the beneficial owner of 180,784,567 L.P. Units, and such L.P. Units constitute approximately 61% of the issued and outstanding L.P. Units based on the number of L.P. Units outstanding on June 6, 2016.  Brookfield may hold the L.P. Units directly or in one or more wholly-owned subsidiaries.

 

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Brookfield may be deemed to have shared power (with each of Partners and BRPI) to vote or direct the vote of the L.P. Units beneficially owned by it or to dispose of such L.P. Units.

 

(c)           Other than as described in Item 3, (i) none of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has effected any transaction in L.P. Units during the past sixty (60) days.

 

(d)            No person is known to any of the Reporting Persons or, to the Reporting Persons’ knowledge, the Scheduled Persons, to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any such L.P. Units.

 

(e)             Not applicable.

 

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

 

The information set forth in Item 2 and 3 hereto is incorporated herein by reference.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit 1                                             Subscription Agreement dated June 7, 2016 by and between Brookfield Renewable Power Inc. and Brookfield Renewable Partners L.P.

 

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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: June 17, 2016

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Vice President, Legal Affairs and Corporate Secretary
	PARTNERS LIMITED
	By:	/s/ Derek E. Gorgi
		Name:	Derek E. Gorgi
		Title:	Assistant Secretary
	BROOKFIELD RENEWABLE POWER INC.
	By:	/s/ Jennifer Mazin
		Name:	Jennifer Mazin
		Title:	Senior Vice President and Secretary

 

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SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada		President and Chief Executive Officer of General Electric Canada Company Inc.		Canada
Jeffrey M. Blidner, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Angela F. Braly, Director		832 Alverna Drive, Indianapolis, Indiana 46260		President & Founder of The Braly Group, LLC		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
Maureen Kempston Darkes, Director		21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada		Corporate Director of Brookfield and former President, Latin America, Africa and Middle East of General Motors Corporation		Canada
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
Robert J. Harding, Director		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Past Chairman of Brookfield		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian W. Kingston, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
Philip B. Lind, Director		Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada		Co-Founder, Vice Chairman and Director of Rogers Communications Inc.		Canada
Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group		Canada
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil		Lebanon and U.S.A.

 

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Lord Augustine Thomas O’Donnell, Director		P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada		Chairman of Frontier Economics and Strategic Advisor of TD Bank Group		United Kingdom
Samuel J.B. Pollock, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Ngee Huat Seek, Director		168 Robinson Road #37 — 01 Capital Tower Singapore 068912		Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation		Singapore
Diana L. Taylor, Director		Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022		Vice Chair of Solera Capital LLC		U.S.A.
George S. Taylor, Director		R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada		Corporate Director of Brookfield		Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of Brookfield		Canada

 

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SCHEDULE II

 

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
J. Bruce Flatt, Director		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
David W. Kerr, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian D. Lawson, Director and President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
George E. Myhal, Director		Partners Value Fund Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		President and CEO of Partners Value Fund Inc.		Canada
Timothy R. Price, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Samuel J.B. Pollock, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Tony E. Rubin, Treasurer		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Accountant		Canada
Lorretta Corso, Secretary		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Secretarial Administrator, Brookfield		Canada
Derek E. Gorgi, Assistant Secretary		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of Brookfield		Canada

 

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SCHEDULE III

 

BROOKFIELD RENEWABLE POWER INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jennifer Mazin, Senior Vice President, Secretary and Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President and General Counsel		Canada
Douglas Christie, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President		Canada
Julian Deschatelets, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President		Canada
Nicholas Goodman, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Chief Financial Officer		United Kingdom

 

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Exhibit 1

 

Execution Version

 

BROOKFIELD RENEWABLE POWER INC.
SUBSCRIPTION AGREEMENT

 

To:                                            Brookfield Renewable Partners L.P.
Dated:                           June 7, 2016

 

RECITALS:

 

I.                                        Brookfield Renewable Partners L.P. (“BREP”), a Bermuda exempted limited partnership, has agreed to issue and sell (the “BREP Offering”) 10,655,000 limited partnership units (“LP Units”) of BREP (the “Initial Units”) to a syndicate of underwriters (collectively, the “Underwriters”) at a price per LP Unit of $37.55 (the “Public Price”) pursuant to the terms and conditions of an underwriting agreement dated the date hereof (the “Underwriting Agreement”) between the Underwriters and BREP.

 

II.                                   Pursuant to the terms and conditions of the Underwriting Agreement, BREP has granted to the Underwriters an option to purchase up to 1,598,250 additional LP Units of BREP (the “Option Units”), at a price per LP Unit equal to the Public Price, exercisable at any time up to the 30th day after the Closing Date (as defined below) to cover over-allotments, if any, and for market stabilization purposes (the “Over-allotment Option”).

 

III.                              Prior to giving effect to the transactions contemplated by the Underwriting Agreement and this Agreement, Brookfield Renewable Power Inc. (“BRPI”) owns an approximate 62% interest in BREP and its subsidiary and operating entities, on a fully-exchanged basis, including its ownership of LP Units and redemption—exchange units of Brookfield Renewable Energy L.P.

 

IV.                               Pursuant to the terms and conditions of this Agreement, BRPI wishes to subscribe for 11,098,958 LP Units and up to 1,664,844 Option Private Placement Units (as defined below) in proportion to the extent the Over-allotment Option is exercised.

 

NOW THEREFORE, BRPI and BREP agree as follows:

 

A.                                    Initial Subscription

 

1.                                      Concurrently with the issue of LP Units to the Underwriters pursuant to the Underwriting Agreement (the “Closing Time”), and subject to paragraphs E.8 and E.9 of this Agreement, BRPI shall, or shall cause its affiliates to, subscribe for and purchase from BREP and BREP shall issue and sell to BRPI or its affiliates, as applicable, 11,098,958 LP Units (the “Private Placement Units”) at a price per LP Unit equal to $36.048, being the dollar equivalent of the Public Price less underwriting commissions payable by BREP per LP Unit (the “Net BRPI Price”), for an aggregate price equal to $400,095,238 (the “Subscription Amount”) and on the other terms and conditions contained in this Agreement. BRPI shall satisfy its obligation to BREP to pay the Subscription Amount by paying to BREP at the Closing Time US$312,961,450 (representing the U.S. dollar equivalent of the Subscription Amount based on an exchange rate of US$1=$1.278417).

 

2.                                      The closing of the purchase and sale of Private Placement Units will be held at the offices of Torys LLP in Toronto, Ontario. At the Closing Time, BREP shall deliver to BRPI a certificate

 

 

representing the Private Placement Units registered in the name of BRPI or its affiliates, as applicable, or deposit or cause to be deposited the Private Placement Units in a brokerage account designated by BRPI, against payment to BREP by wire transfer of the Subscription Amount in accordance with paragraph A.1.

 

B.                                    Over-Allotment Subscription

 

3.                                      Concurrently with the closing of any issue of Option Units to the Underwriters on any exercise of the Over-allotment Option, BRPI may, or may cause its affiliates to, subscribe for and purchase from BREP and BREP shall issue and sell to BRPI or it affiliates, as applicable, such number of additional LP Units (“Option Private Placement Units”), as determined by BRPI, up to 1,664,844 LP Units, but will not on any closing date be more than (11,098,958/10,655,000) times the number of Option Units issued on such date, at a price per Option Private Placement Unit equal to the Net BRPI Price (which aggregate price shall be equal to the product of the Net BRPI Price and the number of Option Private Placement Units being purchased at that time (the “Additional Subscription Amount”)), and on the other terms and conditions contained in this Agreement. BRPI shall satisfy any obligation to pay the Additional Subsription Amount in U.S. dollars at an exchange rate to be agreed upon between BRPI and BREP at the time of exercise by BREP of its right to purchase any Option Private Placement Units.

 

4.                                      The closing of any purchase and sale of Option Private Placement Units shall be held at the same time as the closing of the issuance to the Underwriters of Option Units on the related exercise of the Over-allotment Option at the offices of Torys LLP, in Toronto, Ontario.

 

5.                                      At the time of each closing, BREP shall deliver to BRPI or its affiliates, as applicable, a certificate representing the number of Option Private Placement Units being subscribed for under this Part B registered in the name of BRPI or its affiliates, as applicable, or deposit or cause to be deposited the such Option Private Placement Units in a brokerage account designated by BRPI, against payment to BREP by wire transfer of the Additional Subscription Amount for the Option Private Placement Units being subscribed for under this Part B.

 

C.                                    BRPI’s Acknowledgements and Agreements

 

6.                                      BRPI acknowledges and agrees that:

 

(a)                                 subject to the condition set forth in paragraph E.8 of this Agreement, this subscription is and shall be irrevocable as against BRPI; and

 

(b)                                 BRPI was not offered the Private Placement Units or the Option Private Placement Units in the United States, BRPI is a non-U.S. person, the sale and purchase of the Private Placement Units and the Option Private Placement Units, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the Private Placement Units and the Option Private Placement Units is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended.  For purposes of this paragraph (b), “United

 

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States” and “non-U.S. person” have the meanings ascribed thereto in Regulation S under such act.

 

D.                                    BRPI’s Representations, Warranties and Covenants

 

7.                                      BRPI represents, warrants and covenants to BREP (which representations, warranties and covenants shall survive the Closing Time and the closing of an issuance of Option Private Placement Units, if any) and acknowledges that BREP is relying thereon, that:

 

(a)                                 BRPI is a corporation duly incorporated and is validly existing under the laws of the Province of Ontario;

 

(b)                                 BRPI has duly executed, authorized and delivered this Agreement, and upon acceptance by BREP, this Agreement will constitute a valid and binding agreement of BRPI, enforceable against BRPI in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies, and to the extent that enforceability may be limited by applicable securities laws; and

 

(c)                                  BRPI will, with respect to this Agreement, execute, deliver and file or assist BREP in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Private Placement Units and the Option Private Placement Units, if any, by BRPI as may be required by any securities commission, stock exchange or other regulatory authority.

 

E.                                    Conditions to Closing of the Purchase and Sale

 

8.                                      The obligations of BREP and BRPI to complete the purchase and sale of (i) the Private Placement Units at the Closing Time and (ii) the Option Private Placement Units concurrently with a closing of an issuance of Option Units pursuant to an exercise of the Over-allotment Option, if any, are conditional upon, respectively, (i) the completion or concurrent completion of the issuance of LP Units pursuant to the terms of the Underwriting Agreement and (ii) the concurrent completion of the issuance of Option Units to the Underwriters pursuant to any such exercise of the Over-allotment Option.

 

9.                                      BREP’s obligation to issue and sell the Private Placement Units at the Closing Time and Option Private Placement Units concurrently with the closing of an issuance of Option Units pursuant to an exercise of the Over-allotment Option, if any, is subject to the satisfaction or waiver, at the option of BREP, of the following conditions:

 

(a)                                 the representations and warranties made by BRPI in this Agreement shall be true and correct when made, and shall be true and correct at the Closing Time and the time of the relevant closing of the issuance of Option Private Placement Units pursuant to an exercise of the Over-allotment Option, if any, as the case may be, with the same force and effect as if they had been made on and as of such dates;

 

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(b)                                 all covenants, agreements and conditions contained in this Agreement that BRPI is required to perform on or prior to the Closing Time and on or prior to the time of the relevant closing of the issuance of Option Units pursuant to an exercise of the Over-allotment Option, if any, as the case may be, shall have been performed or complied with in all material respects;

 

(c)                                  BREP shall have obtained all necessary qualifications and receipts under applicable securities laws, or obtained exemptions therefrom, required by any jurisdiction for the offer and sale of the Private Placement Units and Option Private Placement Units, as the case may be, to BRPI or its affiliates, as applicable;

 

(d)                                 the sale of the Private Placement Units and the Option Private Placement Units, as the case may be, shall not be prohibited by any law or governmental order or regulation; and

 

(e)                                  no proceeding challenging this Agreement or the transactions contemplated by this Agreement, or seeking to prohibit, alter, prevent or materially delay the closing of the issuance of the Private Placement Units or the Option Private Placement Units, as the case may be, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

 

F.                                     Assignment

 

10.                               Except as provided in this section, no party may assign its rights or benefits under this Agreement.  BRPI may, at any time prior to the Closing Time and the closing of an issuance of Option Private Placement Units, if any, assign all, or any part of, its rights and benefits under this Agreement to any subsidiary of BRPI who delivers an instrument in writing to BREP confirming that it is bound by and shall perform all of the obligations of BRPI under this Agreement as if it were an original signatory; provided that, no such assignment shall relieve BRPI of its obligations under this Agreement.  In the event of an assignment as contemplated by this section, any reference in this Agreement to “BRPI” shall be deemed to include the assignee.

 

G.                                   Notices

 

11.                               Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

 

To BREP:

 

Brookfield Renewable Partners L.P.

73 Front Street, 5th Floor

Hamilton, HM 12, Bermuda

 

Fax No.:                              441-294-1443

Attention:                      Corporate Secretary

 

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To BRPI:

 

Brookfield Renewable Power Inc.

Suite 300, Brookfield Place

181 Bay Street, Box 762

Toronto, Ontario M5J 2T3

 

Fax No.:                              (416) 365-9642

Attention:                      General Counsel

 

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other.  Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

 

H.                                   General

 

12.                               Time shall, in all respects, be of the essence in this Agreement.

 

13.                               All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, “$” means Canadian dollars, unless otherwise indicated.

 

14.                               The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.

 

15.                               The terms and provisions of this Agreement shall be binding upon and enure to the benefit of BREP and BRPI and their respective successors and permitted assigns.

 

16.                               This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein

 

17.                               This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

 

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5

 

Dated as of the date first written above.

 

	BROOKFIELD RENEWABLE POWER INC.
	Per:	/s/ Jennifer Mazin
		Name:	Jennifer Mazin
		Title:	Senior Vice President and Secretary

 

 

This Agreement is accepted by BREP as of the date first written above.

 

	BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
	Per:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

 

[Subscription Agreement]