M&A: Brookfield Renewable Corp

Form Type: 8-K12B

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285923

Comments: Brookfield Renewable Corporation (formerly 1505127 B.C. Ltd.) has filed a Report on Form 6-K in connection with the reorganization (the 'Arrangement') with Brookfield Renewable Holdings Corporation (formerly Old BEPC). As of December 24, 2024, holders of Old BEPC Shares received New BEPC Shares on a one-for-one basis, resulting in the issuance of approximately 145 million New BEPC Shares. New BEPC's class A exchangeable subordinate voting shares are now registered under Section 12(b) of the Exchange Act. The board of directors and initial executive officers of New BEPC will mirror those of Old BEPC. The Old BEPC Shares will be suspended from trading on the NYSE on December 30, 2024, with New BEPC Shares expected to commence trading under the same symbol 'BEPC'. A notification on Form 25 will also be filed with the SEC to remove Old BEPC Shares from registration.

Document Link: View Document

Additional details:

Old Bepc Shares: Old BEPC Shares exchanged for New BEPC Shares on a one-for-one basis


New Bepc Shares Issued: Approximately 145 million New BEPC Shares issued


Initial Board Directors: Initially identical to the board of directors of Old BEPC


Editing Oe: Same executive officers as Old BEPC


Trading Symbol: BEPC


Suspension Date: December 30, 2024


New Trading Start Date: December 30, 2024


Form Type: S-8 POS

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312524283714

Comments: Brookfield Renewable Corporation is filing a Post-Effective Amendment to Form S-8 regarding Registration Statement No. 333-240282, originally filed on August 3, 2020. The amendment is related to an arrangement agreement dated October 9, 2024, with 1505127 B.C. Ltd. (New BEPC), whereby New BEPC will become the successor issuer of the Company effective December 24, 2024. This change will lead to the delisting of Brookfield Renewable Corporation and the cessation of its status as a reporting issuer. As part of this process, the Company will terminate all offerings of its Class A Shares registered under the Registration Statement, removing any unsold Class A Shares from registration and thus deregistering them. The effective date of this action is December 23, 2024, upon filing this amendment.

Document Link: View Document

Additional details:

Registration Statement Number: 333-240282


Plan Name: TerraForm Power, Inc. 2018 Amended and Restated Long-Term Incentive Plan


Class A Shares Registered: 121,506


Arrangement Agreement Date: 2024-10-09


Successor Issuer: 1505127 B.C. Ltd.


Delisting Date: 2024-12-24