UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

BROOKFIELD RENEWABLE PARTNERS L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16258 10 8

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

1		Names of Reporting Persons   BROOKFIELD ASSET MANAGEMENT INC.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒ — Joint Filing
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With				7		Sole Voting Power   0 LIMITED PARTNERSHIP UNITS
				8		Shared Voting Power   220,030,707* LIMITED PARTNERSHIP UNITS
				9		Sole Dispositive Power   0 LIMITED PARTNERSHIP UNITS
				10		Shared Dispositive Power   220,030,707* LIMITED PARTNERSHIP UNITS
11		Aggregate Amount Beneficially Owned by Each Reporting Person   220,030,707* LIMITED PARTNERSHIP UNITS
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   51.5%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS
14		Type of Reporting Person (See Instructions)
		CO

 

 

 

*

This amount includes 40,468,944 limited partnership units (“L.P. Units”) of Brookfield Renewable Partners L.P. (the “Issuer”) and 129,658,623 redeemable/exchangeable partnership units of Brookfield Renewable Energy L.P. (“BRELP”) beneficially owned by Brookfield Renewable Power Inc. (“BRPI”), and 5,364,000 L.P. Units held by Brookfield Investments Corporation (“BIC”). This amount also includes class A exchangeable subordinate voting shares (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”) held as follows: 42,535,263 BEPC shares held by BRPI, 1,341,000 BEPC shares held by BIC and 662,877 BEPC shares held by BREP Holding L.P. (“BREPH”), each of which is a subsidiary of Brookfield Asset Management Inc. See Items 3 and 5.

**

As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI, BIC and BREPH, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.6%. See Item 5.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

1		Names of Reporting Persons   PARTNERS LIMITED
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒ — Joint Filing
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With				7		Sole Voting Power   0 LIMITED PARTNERSHIP UNITS
				8		Shared Voting Power   220,030,707* LIMITED PARTNERSHIP UNITS
				9		Sole Dispositive Power   0 LIMITED PARTNERSHIP UNITS
				10		Shared Dispositive Power   220,030,707* LIMITED PARTNERSHIP UNITS
11		Aggregate Amount Beneficially Owned by Each Reporting Person   220,030,707* LIMITED PARTNERSHIP UNITS
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   51.5%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS
14		Type of Reporting Person (See Instructions)
		CO

 

 

*	This amount includes 45,832,944 L.P. Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 44,539,140 BEPC shares beneficially owned by Brookfield Asset Management Inc. See Items 3 and 5.

**

As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by Brookfield Asset Management Inc. are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.6%. See Item 5.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

1		Names of Reporting Persons   BROOKFIELD RENEWABLE POWER INC.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒ — Joint Filing
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With				7		Sole Voting Power   0 LIMITED PARTNERSHIP UNITS
				8		Shared Voting Power   213,325,707* LIMITED PARTNERSHIP UNITS
				9		Sole Dispositive Power   0 LIMITED PARTNERSHIP UNITS
				10		Shared Dispositive Power   213,325,707* LIMITED PARTNERSHIP UNITS
11		Aggregate Amount Beneficially Owned by Each Reporting Person   213,325,707* LIMITED PARTNERSHIP UNITS
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   49.9%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS
14		Type of Reporting Person (See Instructions)
		CO

 

 

*	This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 42,535,263 BEPC shares held by BRPI and 662,877 BEPC shares held by BREPH, a subsidiary of BRPI. See Items 3 and 5.

**

As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%. See Item 5.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

1		Names of Reporting Persons   BROOKFIELD INVESTMENTS CORPORATION
2		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒— Joint Filing
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or Place of Organization   ONTARIO
Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With				7		Sole Voting Power   0 LIMITED PARTNERSHIP UNITS
				8		Shared Voting Power   6,705,000* LIMITED PARTNERSHIP UNITS
				9		Sole Dispositive Power   0 LIMITED PARTNERSHIP UNITS
				10		Shared Dispositive Power   6,705,000* LIMITED PARTNERSHIP UNITS
11		Aggregate Amount Beneficially Owned by Each Reporting Person   6,705,000* LIMITED PARTNERSHIP UNITS
12		Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   1.6%** OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS
14		Type of Reporting Person (See Instructions)
		CO

 

 

 

 

*	This amount includes 5,364,000 L.P. Units and 1,341,000 BEPC shares held by BIC. See Items 3 and 5.

**

As of July 31, 2020, there were approximately 183,081,905 L.P. Units outstanding. Percentage assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis). Assuming that only all of the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 3.6%. See Item 5.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

Explanatory Note

This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D is being filed by Brookfield Asset Management Inc. (“Brookfield”), Partners Limited (“Partners”), Brookfield Renewable Power Inc. (“BRPI”) and Brookfield Investments Corporations (“BIC,” and collectively with Brookfield, Partners, and BRPI, the “Reporting Persons”) to reflect the closing on July 30, 2020 of the previously announced distribution of class A exchangeable subordinate voting shares (the “BEPC shares”) of Brookfield Renewable Corporation (“BEPC”) to the unitholders of the Brookfield Renewable Partners L.P. (the “Issuer”) and Brookfield Renewable Energy L.P. (“BRELP”). This Amendment No. 3 also reflects the closing of the acquisition of all of the shares of class A common stock of TerraForm Power, Inc. not already owned by the Issuer and its affiliates.

Unless otherwise indicated, all references to “$” in this Amendment No. 3 are to U.S. dollars.

Information and defined terms reported in the original Schedule 13D, as amended, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended as follows:

Schedules I, II, III, and IV hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses, and citizenships, of Brookfield, Partners, BRPI and BIC, respectively.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On or about July 30, 2020, the Reporting Persons received an aggregate 44,539,140 BEPC shares in connection with the previously announced distribution of BEPC shares to the unitholders of the Issuer and BRELP. Each BEPC share is structured with the intention of providing an economic return equivalent to one L.P. Unit (subject to adjustment to reflect certain capital events). Each BEPC share is exchangeable at the option of the holder for one L.P. Unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BEPC). The Issuer may elect to satisfy BEPC’s exchange obligation by acquiring such tendered BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent.

Item 4. Purpose of Transaction.

The information set forth in Item 3 of this Amendment No. 3 is hereby incorporated by reference.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

Item 5. Interest in Securities of the Issuer

Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of L.P. Units of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 220,030,707 units, constituting approximately 51.5% of the Issuer’s currently outstanding L.P. Units. The percentage of L.P. Units of the Issuer in this Item 5 is based on an aggregate number of L.P. Units of 183,081,905 outstanding as of July 31, 2020 and assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP and BEPC shares are exchanged for L.P. Units (on a one-for-one basis).

(i) Brookfield

 

(a)

As of July 31, 2020, Brookfield may be deemed the beneficial owner of 220,030,707* L.P. Units, constituting a percentage of approximately 51.5%**.

 

(b)

Sole voting power to vote or direct vote: 0 L.P. Units

Shared voting power to vote or direct vote: 220,030,707* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 220,030,707* L.P. Units

* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI, and 5,364,000 L.P. Units held by BIC. This amount also includes BEPC shares held as follows: 42,535,263 BEPC shares held by BRPI, 1,341,000 BEPC shares held by BIC and 662,877 BEPC shares held by BREP Holding L.P. (“BREPH”). The general partner of BREPH is BRP Bermuda GP Limited (“BRP Bermuda”). BRPI, BIC, BREPH and BRP Bermuda are each a subsidiary of Brookfield.

** Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI, BIC and BREPH, as applicable, are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.6%.

(ii) Partners

 

(a)

As of July 31, 2020, Partners may be deemed the beneficial owner of 220,030,707* L.P., constituting a percentage of approximately 51.5%**

 

(b)

Sole voting power to vote or direct vote: 0 L.P. Units

Shared voting power to vote or direct vote: 220,030,707* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 220,030,707* L.P. Units

* This amount includes 45,832,944 L.P. Units, 129,658,623 redeemable/exchangeable partnership units of BRELP and 44,539,140 BEPC shares beneficially owned by Brookfield.

** Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by Brookfield are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 61.6%.

(iii) BRPI

 

(a)

As of July 31, 2020, BRPI may be deemed the beneficial owner of 213,325,707* L.P. Units, constituting a percentage of approximately 49.9%**

 

(b)

Sole voting power to vote or direct vote: 0 L.P. Units

Shared voting power to vote or direct vote: 213,325,707* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 213,325,707* L.P. Units

* This amount includes 40,468,944 L.P. Units and 129,658,623 redeemable/exchangeable partnership units of BRELP beneficially owned by BRPI. This amount also includes 42,535,263 BEPC shares held by BRPI and 662,877 BEPC shares held by BREPH. The general partner of BREPH is BRP Bermuda, and BREPH and BRP Bermuda are subsidiaries of BRPI.

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

** Assuming that only all of the redeemable/exchangeable partnership units of BRELP and BEPC shares beneficially owned by BRPI are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 59.9%.

(iv) BIC

 

(a)

As of July 31, 2020, BIC may be deemed the beneficial owner of 6,705,000* L.P. Units, constituting a percentage of approximately 1.6%**

 

(b)

Sole voting power to vote or direct vote: 0 L.P. Units

Shared voting power to vote or direct vote: 6,705,000* L.P. Units

Sole power to dispose or direct the disposition: 0 L.P. Units

Shared power to dispose or direct the disposition: 6,705,000* L.P. Units

* This amount includes 5,364,000 L.P. Units and 1,341,000 BEPC shares held by BIC.

** Assuming that only all of the BEPC shares held by BIC are exchanged for L.P. Units (on a one-for-one basis), the percentage would be 3.6%.

(c) Other than the transactions described in Item 3 in this Amendment No. 3, there have been no transactions by the Reporting Persons in the L.P. Units during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented as follows:

The information set forth in Item 3 of this Amendment No. 3 is hereby incorporated by reference.

Holders of BEPC shares are entitled to exchange their BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the BEPC) at any time. The Issuer may elect to satisfy BEPC’s exchange obligation by acquiring such tendered BEPC shares for an equivalent number of L.P. Units (subject to adjustment to reflect certain capital events) or its cash equivalent. On July 30, 2020, Wilmington Trust, National Association (the “Rights Agent”) and Brookfield entered into the Rights Agreement (the “Rights Agreement”) pursuant to which Brookfield has agreed that it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BEPC’s articles of incorporation to exchange BEPC shares for L.P. Units. The term of the Rights Agreement is until July 30, 2027 (and as will be automatically renewed for successive periods of two years thereafter, unless Brookfield provides the Rights Agent with written notice of termination in accordance with the terms of the Rights Agreement). As of July 31, 2020, Brookfield may deliver up to 70,338,813 L.P. Units to satisfy any exchange of BEPC shares in accordance with the terms of the Rights Agreement.

Further, pursuant to the equity commitment agreement, dated as of July 30, 2020, between the Issuer, one of its subsidiaries and BEPC, the Issuer has also agreed not to declare or pay any distribution on the L.P. Units if on such date BEPC does not have sufficient funds or other assets to enable the declaration and payment of an equivalent dividend on the BEPC shares.

Item 7. Material to be Filed as Exhibits.

Item 7 of the original Schedule 13D is hereby amended to add the following exhibits:

 

Exhibit 6		Rights Agreement (incorporated by reference to Exhibit 10.2 to Brookfield Renewable Corporation’s Form 6-K filed on July 31, 2020)

CUSIP No. G16258 10 8		SCHEDULE 13D

 

 

 

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: July 31, 2020

 

SCHEDULE I

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada and U.S.A.
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Head of Corporate Strategy & Chief Legal Officer		Canada
Jeffrey M. Blidner, Vice Chair		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield		Canada
Angela F. Braly, Director		832 Alverna Drive Indianapolis, Indiana 46260 U.S.A.		Corporate Director		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Marcel R. Coutu, Director		Suite 1210 225 – 6th Ave. S.W. Calgary, Alberta T2P 1N2, Canada		Corporate Director		Canada
Murilo Ferreira, Director		Rua General Venancio Flores, 50 Cob. 01 Leblon, Rio de Janeiro RJ 22441-090		Former Chief Executive Officer, Vale SA		Brazil
J. Bruce Flatt, Director and Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer, Brookfield		Canada
Nicholas H. Goodman, Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Chief Financial Officer, Brookfield		United Kingdom
Maureen Kempston Darkes, Director		10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada		Corporate Director		Canada
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Managing Partner, Chief Executive Officer Real Estate of Brookfield		Canada
Brian D. Lawson, Vice Chair		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield		Canada

Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Private Equity of Brookfield		Canada
Howard S. Marks, Director		333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.		Deputy Chairman, Oaktree Capital Management Inc.		U.S.A.
Frank J. McKenna, Director		TDCT Tower 161 Bay Street, 35th Floor Toronto, Ontario M5J 2T2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale		Canada
Rafael Miranda, Director		C/Santiago de Compostela 100 28035 Madrid, Spain		Corporate Director		Spain
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Alternative Investments of Brookfield		Canada
Lori Pearson, Managing Partner and Chief Operating Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Operating Officer of Brookfield		Canada
Janice Fukakusa, Director		43 The Kingsway, Toronto, Ontario, M8X 2S9, Canada		Corporate Director		Canada
Samuel J.B. Pollock, Managing Partner, Chief Executive Officer Infrastructure		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Infrastructure of Brookfield		Canada
Lord Augustine Thomas O’Donnell, Director		Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA		Chairman of Frontier Economics Limited		United Kingdom
Ngee Huat Seek, Director		501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880		Chairman, Global Logistic Properties		Singapore
Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Renewable Power of Brookfield		Canada
Diana L. Taylor, Director		c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075		Corporate Director		U.S.A. and Canada

SCHEDULE II

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Lisa Chu, Treasurer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President – Finance, Brookfield		Canada
Jack L. Cockwell, Director and Chairman of the Board		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Lorretta Corso, Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Administrator and Corporate Secretary, Brookfield		Canada
Brian W. Kingston, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner, Chief Executive Real Estate, Brookfield		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield		Canada
Cyrus Madon, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Private Equity, Brookfield		Canada
Samuel J.B. Pollock, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Infrastructure, Brookfield		Canada
Timothy R. Price, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Sachin Shah, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Renewable Power, Brookfield		Canada
Tim Wang, Assistant Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Manager, Capital Markets and Treasury, Brookfield		Canada

SCHEDULE III

BROOKFIELD RENEWABLE POWER INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Douglas Christie, Director and Senior Vice-President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Director, Brookfield		Canada
Julian Deschatelets, Director and Senior Vice-President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Director, Brookfield		Canada
Wyatt Hartley, Director and Chief Financial Officer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Brookfield		Canada
Jennifer Mazin, Director and Senior Vice-President and Secretary		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Brookfield		Canada
Sachin Shah, Chief Executive Officer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer Renewable Power, Brookfield		Canada
Ruth Kent, Chief Operating Officer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Brookfield		United Kingdom

SCHEDULE IV

BROOKFIELD INVESTMENTS CORPORATION

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Thomas Corbett, Vice President and Chief Financial Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Director, Finance, Brookfield		Canada
Lorretta M. Corso, Vice President and Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Administrator and Corporate Secretary, Brookfield		Canada
Howard Driman, Director		17 Lindemann Street, Thornhill, Ontario L3T 5S8		Corporate Director		Canada
James L.R. Kelly, Director		Hwy. #26 West at 7th Line, P.O. Box 3394 206005 Hwy. #26 West Meaford, Ontario N4L 1A5		Corporate Director		Canada
Edward C. Kress, Director, Chairman and President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Danesh K. Varma, Director		8 Little Trinity Lane, London EC4V 2AN United Kingdom		Corporate Director		United Kingdom
Leslie Yuen, Vice President and Controller		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice President, Brookfield		Canada