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SEC Comment Letter for Brookfield Renewable Partners L.P. (BEP, BEPH, BEPI, BEPJ, BRENF, BEP-PA) (CIK 0001533232) (BEP) — May 18, 2020

Brookfield Renewable Partners L.P. (BEP, BEPH, BEPI, BEPJ, BRENF, BEP-PA) (CIK 0001533232)
Date: May 18, 2020 · CIK: 0001533232 · Accession: 0000000000-20-004409

AI Filing Summary & Sentiment

File numbers found in text: 333-237996

Date
May 18, 2020
Author
Not clearly detected
Form
UPLOAD
Company
Brookfield Renewable Partners L.P. (BEP, BEPH, BEPI, BEPJ, BRENF, BEP-PA) (CIK 0001533232)

Letter

United States securities and exchange commission logo May 18, 2020 Sachin Shah Chief Executive Officer Brookfield Renewable Partners L.P. 73 Front Street, 5th Floor Hamilton, HM12, Bermuda Re:Brookfield Renewable Partners L.P. Registration Statement on Form F-3 Filed May 4, 2020 File No. 333-237996 Dear Mr. Shah: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-3 filed May 4, 2020 Exchanges of BEPC Exchangeable Shares for BEP Units, page 12 1.Information in your registration fee table and prospectus cover page disclose that the number of units you are registering here represents the maximum number of non-voting limited partnership units of Brookfield Renewable Partners L.P. (BEP) to be issued by BEP or to be delivered by Brookfield Renewable Corporation (BEPC) or Brookfield Asset Management Inc. in connection with any exchange, redemption or purchase, as applicable, from time to time of class A exchangeable shares of BEPC. Please provide your analysis on the form eligibility for each of your exchange scenarios, specifically, (i) the primary exchange right, (ii) the BEP overriding call right, and (iii) the secondary exchange rights. We note that under the primary exchange right, BEPC will deliver or issue to the tendering holder one BEP unit for each BEPC share tendered, or its cash equivalent, and

FirstName LastNameSachin Shah Comapany NameBrookfield Renewable Partners L.P. May 18, 2020 Page 2 FirstName LastName Sachin Shah Brookfield Renewable Partners L.P. May 18, 2020 Page 2 BEPC does not appear to be an F-3 eligible registrant at this time and is not a co-registrant on this registration statement. General 2.We note that this registration statement is related to the pending registration statement on Form F-1, last amended on April 22, 2020, filed by BEPC and BEP. We will coordinate any request for acceleration of effectiveness for this registration statement with resolution of all comments on the pending registration statement on Form F-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Mile T. Kurta

Show Raw Text
United States securities and exchange commission logo
May 18, 2020
Sachin Shah
Chief Executive Officer
Brookfield Renewable Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM12, Bermuda
Re:Brookfield Renewable Partners L.P.
Registration Statement on Form F-3
Filed May 4, 2020
File No. 333-237996
Dear Mr. Shah:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed May 4, 2020
Exchanges of BEPC Exchangeable Shares for BEP Units, page 12
1.Information in your registration fee table and prospectus cover page disclose that the
number of units you are registering here represents the maximum number of non-voting
limited partnership units of Brookfield Renewable Partners L.P. (BEP) to be issued by
BEP or to be delivered by Brookfield Renewable Corporation (BEPC) or Brookfield Asset
Management Inc. in connection with any exchange, redemption or purchase, as applicable,
from time to time of class A exchangeable shares of BEPC. Please provide your analysis
on the form eligibility for each of your exchange scenarios, specifically, (i) the primary
exchange right, (ii) the BEP overriding call right, and (iii) the secondary exchange rights.
We note that under the primary exchange right, BEPC will deliver or issue to the
tendering holder one BEP unit for each BEPC share tendered, or its cash equivalent, and

 FirstName LastNameSachin Shah
 Comapany NameBrookfield Renewable Partners L.P.
 May 18, 2020 Page 2
 FirstName LastName
Sachin Shah
Brookfield Renewable Partners L.P.
May 18, 2020
Page 2
BEPC does not appear to be an F-3 eligible registrant at this time and is not a co-registrant
on this registration statement.
General
2.We note that this registration statement is related to the pending registration statement on
Form F-1, last amended on April 22, 2020, filed by BEPC and BEP. We will coordinate
any request for acceleration of effectiveness for this registration statement with resolution
of all comments on the pending registration statement on Form F-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mile T. Kurta