M&A - Brookfield Renewable Corp

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Form Type: 8-K12G3

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525048497

Filing Summary: Brookfield Renewable Corporation has filed an Amendment No. 1 to its original report on Form 6-K, which describes a corporate reorganization known as the Arrangement that took place on December 24, 2024. In this arrangement, holders of the old Brookfield Renewable Corporation shares received new shares in a one-for-one exchange. The filing indicates that the new company, referred to as 'New BEPC,' is a successor issuer to the former entity, 'Old BEPC,' which had previously filed periodic reports under the Exchange Act. Old BEPC shares will cease trading on the NYSE and will be replaced by New BEPC shares, which are exempt from registration under the U.S. Securities Act. The board of directors and executive officers of New BEPC will initially mirror those of Old BEPC, ensuring continuity. The document reaffirms New BEPC's obligation to file periodic reports under the Exchange Act going forward.

Document Link: View Document

Additional details:

Address Of Principal Executive Office: 250 Vesey Street, 15th Floor, New York, New York 10281


Court Approved Plan: Yes


Old Bepc Trading Symbol: BEPC


New Bepc Trading Symbol: BEPC


Exchange: NYSE


Number Of New Shares Issued: approximately 145 million


Form Type: 8-K12B

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285923

Filing Summary: 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

Filing Summary: 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


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