Brookfield Renewable Energy Partners L.P. has announced:
that, in connection with its previously announced offer to exchange each issued and outstanding Class A Preference Share, Series 5 of Brookfield Renewable Power Preferred Equity Inc. (TSX:BRF.PR.E) with an annual dividend rate of 5.00% (collectively, the “Series 5 Preferred Shares”) for one newly issued Class A Preferred Limited Partnership Unit, Series 5 of Brookfield Renewable with an annual distribution rate of 5.59% (the “Exchange Offer”), it has extended the expiry date of the Exchange Offer to 5:00 p.m. (Toronto Time) on February 8, 2016 and waived the Exchange Offer’s minimum tender condition (the “Minimum Tender Condition”). As of 5:00 p.m. (Toronto Time) on January 20, 2016, a total of 2,805,911 Series 5 Preferred Shares have been validly tendered to the Exchange Offer, representing approximately 40.08% of the issued and outstanding Series 5 Preferred Shares.
Following expiry of the Exchange Offer, any and all Series 5 Preferred Shares tendered will be taken up, regardless of how many Series 5 Preferred Shares are tendered, provided that the remaining Exchange Offer conditions have been satisfied or waived and the expiry date of the Exchange Offer has not been further extended. The waiver of the Minimum Tender Condition and the extension of the Exchange Offer enable holders of Series 5 Preferred Shares (the “Series 5 Preferred Shareholders”) who have not yet tendered their Series 5 Preferred Shares to accept the Exchange Offer. All other terms and conditions of the Exchange Offer remain the same. Series 5 Preferred Shareholders who have validly tendered (and not withdrawn) their Series 5 Preferred Shares pursuant to the Exchange Offer need take no further action to accept the Exchange Offer.
The Exchange Offer is being extended pursuant to a second amendment and restatement of Brookfield Renewable’s prospectus supplement dated November 9, 2015, as amended and restated on December 23, 2015, to its short form base shelf prospectus dated May 12, 2015 (the “Second Amended and Restated Prospectus Supplement”). Full details of the Exchange Offer are contained in the Second Amended and Restated Prospectus Supplement, which will be filed with securities regulatory authorities in each of the provinces and territories of Canada and mailed to Series 5 Preferred Shareholders as required under applicable Canadian securities laws on or about January 27, 2016. Copies of the Second Amended and Restated Prospectus Supplement will be available on SEDAR at www.sedar.com and on Brookfield Renewable’s website at www.brookfieldrenewable.com at such time. Series 5 Preferred Shareholders are urged to evaluate carefully all information in the Exchange Offer, including risk factors, and to consult their own investment, tax and legal advisors.
Computershare Investor Services Inc. is the Depositary for the Exchange Offer and D.F. King Canada, a division of CST Investor Services Inc., is the Information Agent. Any questions or requests for assistance concerning the Exchange Offer or further information about tendering to the Exchange Offer should be directed to the Depositary at 1-800-564-6253 (toll free in North America) or 1-514-982-7555, or by e-mail at corporateactions@computershare.com; or to the Information Agent at 1-800-332-4904 (toll free in North America) or 1-201-806-7301, or by e-mail at inquiries@dfking.com.
Copies of the Second Amended and Restated Prospectus Supplement may be obtained free of charge upon request to the Depositary or the Information Agent. Series 5 Preferred Shareholders whose Series 5 Preferred Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact such nominee for assistance in depositing their Series 5 Preferred Shares to the Exchange Offer.
Assiduous Readers will remember that the original offer was announced 2015-11-9, which was extended 2015-12-21 with a filing thereof appearing on SEDAR on 2015-12-23.
With the waiving of the minimum 50% tender seems the offer has become even more coercive. Then again, 40% have already jumped on board.
Interesting that the price plunged 7% within 45 mins of opening on Thursday, though has rebounded by the Friday close. Barring a substantial increase over the next few weeks, this virtually guarantees a capital loss for most people exchanging from shares to units,
I remain quite curious about whether an exchange is in the works for the series 6 shares.
With the waiving of the minimum 50% tender seems the offer has become even more coercive.
Well, I don’t know. With only 41% conversion, a Compulsory Acquisition is impossible and even a Subsequent Acquisition will be difficult to effect.
We will see just how much hard-ball they want to play!
The new shares commence trading February 11 under the symbol BEP.PR.E; I suspect that their trading price over the next little while will have a lot to do with the decision. BRF.PR.E should trade higher, since the Subsequent Acquisition will not be on terms worse than current (so they say!) but just how much higher is another question.
I remain quite curious about whether an exchange is in the works for the series 6 shares.
Me too!