HAMILTON, BERMUDA--(Marketwire - Oct. 1, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Brookfield Renewable Energy Partners (TSX:BEP.UN) ("Brookfield Renewable") today announced that it has agreed to issue a total of 8,000,000 Class A Preference Shares, Series 3 (the "Series 3 Preferred Shares") on a bought deal basis to a syndicate of underwriters in Canada led by TD Securities Inc., CIBC, RBC Capital Markets and Scotiabank. The Series 3 Preferred Shares will be issued at a price of CDN$25.00 per share, for aggregate gross proceeds of CDN$200,000,000. The Series 3 Preferred Shares are being issued through a wholly-owned subsidiary of, and are guaranteed by, Brookfield Renewable.
Holders of the Series 3 Preferred Shares will be entitled to receive fixed cumulative dividends at an annual rate of CDN$1.10 per share, payable quarterly. The Series 3 Preferred Shares will yield 4.4% annually at the issue price, for an initial period ending July 31, 2019 with the first dividend payment date scheduled for January 31, 2013, based on an anticipated closing date of October 11, 2012. Thereafter, the dividend rate will reset every five years at a rate equal to the then five-year Government of Canada Bond yield plus 2.94%. The Series 3 Preferred Shares are redeemable on or after July 31, 2019.
The holders of Series 3 Preferred Shares will have the right to convert their shares into Class A Preference Shares, Series 4 (the "Series 4 Preferred Shares"), subject to certain conditions, on July 31, 2019 and on July 31 of every fifth year thereafter. The holders of Series 4 Preferred Shares will be entitled to receive quarterly floating rate cumulative dividends, as and when declared by the Board of Directors, at a rate equal to the then 90-day Government of Canada Treasury Bill yield plus 2.94%.
Brookfield Renewable has granted the underwriters an option, exercisable in whole or in part anytime up to two business days prior to closing, to purchase up to an additional 2,000,000 Series 3 Preferred Shares at the issue price on the same terms, for additional gross proceeds of up to CDN$50,000,000.
Brookfield Renewable intends to use the net proceeds of the issue of Preferred Shares to repay outstanding indebtedness and for general corporate purposes. The offering of Series 3 Preferred Shares is expected to close on October 11, 2012.
The Series 3 Preferred Shares will be offered to the public in Canada pursuant to a supplement to Brookfield Renewable's existing short form base shelf prospectus dated January 23, 2012, that will be filed with securities regulatory authorities in each of the provinces and territories of Canada. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities, in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction.
Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the largest publicly-traded, pure-play renewable power platforms globally. Its portfolio is primarily hydroelectric and totals approximately 5,000 megawatts of installed capacity. Diversified across 68 river systems and 10 power markets in the United States, Canada and Brazil, the portfolio generates enough electricity from renewable resources to power two million homes on average each year. With a virtually fully-contracted portfolio of high-quality assets and strong growth prospects, the business is positioned to generate stable, long-term cash flows supporting regular and growing cash distributions to unitholders. For more information, please visit www.brookfieldrenewable.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Note: This news release contains forward-looking statements and information within the meaning of the Canadian securities laws. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this news release include statements regarding the offering of Series 3 Preferred Shares and the expected use of proceeds from the offering. Forward-looking statements can be identified by the use of words such as "will", "expected", "intend", "continue", "positioned" and "targets", or variations of such words and phrases. Although Brookfield Renewable believes that such forward-looking statements and information are based upon reasonable assumptions and expectations, no assurance is given that such expectations will prove to have been correct. The reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brookfield Renewable to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. Except as required by law, Brookfield Renewable does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.