{"id":31722,"date":"2015-12-22T00:24:05","date_gmt":"2015-12-22T05:24:05","guid":{"rendered":"http:\/\/prefblog.com\/?p=31722"},"modified":"2015-12-22T00:24:05","modified_gmt":"2015-12-22T05:24:05","slug":"brf-pr-e-exchange-offer-extended-to-be-amended","status":"publish","type":"post","link":"https:\/\/prefblog.com\/?p=31722","title":{"rendered":"BRF.PR.E: Exchange Offer Extended, To Be Amended"},"content":{"rendered":"

Brookfield Renewable Energy Partners L.P. has announced<\/a>:<\/p>\n

that it has extended the expiry time of its 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 \u201cSeries 5 Preferred Shares\u201d) for one newly issued Class A Preferred Limited Partnership Unit, Series 5 of Brookfield Renewable with an annual distribution rate of 5.59% (the \u201cExchange Offer\u201d) to 5:00 p.m. (Toronto Time) on January 20, 2016.<\/p>\n

The Exchange Offer is being extended pursuant to an amendment and restatement of Brookfield Renewable\u2019s prospectus supplement dated November 9, 2015 to its short form base shelf prospectus dated May 12, 2015 (the \u201cAmended and Restated Prospectus Supplement\u201d). Full details of the Exchange Offer are contained in the 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 holders of Series 5 Preferred Shares (\u201cSeries 5 Preferred Shareholders\u201d) as required under applicable Canadian securities laws on or about December 23, 2015. Copies of the Amended and Restated Prospectus Supplement will be available on SEDAR at www.sedar.com and on Brookfield Renewable\u2019s 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.<\/p>\n

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.<\/p>\n

Copies of the 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.<\/p><\/blockquote>\n

The original offer was reported in PrefBlog in the post BRF.PR.E: Coercive Exchange Offer<\/a>. Readers will know I consider the offer coercive because there is no mechanism whereby holders of BRF.PR.E may ensure they receive the original deal; BRF.PR.E could be delisted by the issuer without compensation to a stubborn holder, which could have serious consequences, particular for those who hold the issue in a registered account.<\/p>\n

The press release makes reference to an “Amended and Restated Prospectus Supplement, which will be filed with securities regulatory authorities … on or about December 23, 2015.” When I’ve had a chance to look at it, I’ll comment.<\/p>\n

Some readers may be interested to learn that Barry Critchley wrote a sadly garbled version of the exchange offer in his piece Brookfield Renewable and Dundee show that pref shares may not be preferred<\/a>:<\/p>\n

Next Friday, Brookfield Renewable preferred shareholders have to decide on an exchange offer whereby they swap their five-per-cent securities issued in 2013 for 5.59-per-cent Series 5 preferred units offered by Brookfield Renewable Power Preferred Equity, a different but related issuer.<\/p>\n

It seems the market \u2014 and $175 million of these perpetual prefs were issued \u2014 has given its judgement: the prefs hit a six-month low during the week. The prefs, now yielding 6.75 per cent, have traded down since the November announcement of the offer.<\/p>\n

Those prefs came with certain terms, specifically that they couldn\u2019t be redeemed prior to April 30, 2018. After that date, the issuer was required to pay a premium that declines to $25 \u201con or after April 30, 2022.\u201d<\/p>\n

It appears holders won\u2019t be getting any of those potential benefits if more than two-thirds of the holders tend into the offer.<\/p>\n

The proposal has upset some holders, with one suggesting Brookfield Renewable \u201cseems to be urging current owners of the shares to redeem for a lesser product which they pretend is a better investment.\u201d<\/p>\n

For example, the Series 5 preferred units \u201cdo not have a fixed maturity date and are not redeemable at the option of the holders of Series 5 Preferred Units,\u201d according to a Brookfield Renewable circular. \u201cThe ability of a holder to liquidate its holdings of Series 5 Preferred Units may be limited.\u201d<\/p>\n

The circular also said that the exchange offers holders increased distributions, substantially similar other terms and conditions, unanimous board recommendation and a fairness opinion. Calls to the company seeking further comment were not returned.<\/p><\/blockquote>\n","protected":false},"excerpt":{"rendered":"

Brookfield Renewable Energy Partners L.P. has announced: that it has extended the expiry time of its offer to exchange each issued and outstanding Class A Preference Share, Series 5 of Brookfield Renewable Power Preferred Equity …<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[13],"tags":[],"class_list":["post-31722","post","type-post","status-publish","format-standard","hentry","category-issue-comments"],"_links":{"self":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/31722","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=31722"}],"version-history":[{"count":0,"href":"https:\/\/prefblog.com\/index.php?rest_route=\/wp\/v2\/posts\/31722\/revisions"}],"wp:attachment":[{"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=31722"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=31722"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/prefblog.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=31722"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}