SEC Comment Letter 0000000000-24-014003 to Brookfield Renewable Partners L.P. (BEP, BEPH, BEPI, BEPJ, BRENF, BEP-PA) (CIK 0001533232) (BEP)
Brookfield Renewable Partners L.P. (BEP, BEPH, BEPI, BEPJ, BRENF, BEP-PA) (CIK 0001533232)
Date: Dec. 18, 2024 · CIK: 0001533232 · Accession: 0000000000-24-014003
AI Filing Summary & Sentiment
File numbers found in text: 333-282962
Letter
December 18, 2024 Connor Teskey Chief Executive Officer of Brookfield Canada Renewable Manager LP Brookfield Renewable Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda Re:Brookfield Renewable Partners L.P. Amendment No. 1 to Registration Statement on Form F-3 Filed December 3, 2024 File No. 333-282962 Dear Connor Teskey: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 26, 2024 letter. Amendment No. 1 to Form F-3 General 1.We note your response to prior comment 1 and the related revisions. However, it appears that the selling stockholder, Brookfield Corporation, through its GP management interest controls the issuer of the LP Units, Brookfield Renewable Partners, L.P. Further it appears that Brookfield Corporation is the signing party on the Rights Agreement providing to the Exchanging Class A Shareholders the rights to exchange their shares for LP Units of Brookfield Renewable Partners L.P. (or cash). Please revise your cover page to identify Brookfield Corporation as your controlling interest holder and affiliate and revise your plan of distribution to state that any sales by Brookfield Corporation may be deemed to have been conducted by or on behalf of the issuer.
December 18, 2024 Page 2 Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551- 3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Christopher R. Bornhorst, Esq., of Torys LLP
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December 18, 2024
Connor Teskey
Chief Executive Officer of Brookfield Canada Renewable Manager LP
Brookfield Renewable Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Renewable Partners L.P.
Amendment No. 1 to Registration Statement on Form F-3
Filed December 3, 2024
File No. 333-282962
Dear Connor Teskey:
We have reviewed your amended registration statement and have the following
comment. Please respond to this letter by amending your registration statement and
providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our November 26,
2024 letter.
Amendment No. 1 to Form F-3
General
1.We note your response to prior comment 1 and the related revisions. However, it
appears that the selling stockholder, Brookfield Corporation, through its GP
management interest controls the issuer of the LP Units, Brookfield Renewable
Partners, L.P. Further it appears that Brookfield Corporation is the signing party on
the Rights Agreement providing to the Exchanging Class A Shareholders the rights to
exchange their shares for LP Units of Brookfield Renewable Partners L.P. (or cash).
Please revise your cover page to identify Brookfield Corporation as your controlling
interest holder and affiliate and revise your plan of distribution to state that any sales
by Brookfield Corporation may be deemed to have been conducted by or on behalf of
the issuer.
December 18, 2024
Page 2
Please contact Timothy S. Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Christopher R. Bornhorst, Esq., of Torys LLP