Greentech Advises


Greentech Advises the Special Committee of TerraForm Power on its Sale to Brookfield Renewable
March 16, 2020

Greentech Capital Advisors is pleased to announce the following transaction:
Financial advisor to the Special Committee of TerraForm Power on its sale to

$9,855,000,000July 2020

*

CLIENT OVERVIEW

TerraForm Power owns and operates a best-in-class renewable power portfolio of solar, wind, and distributed generation assets located primarily in the U.S. and E.U., totaling more than 4,200 MW of installed capacity. TerraForm Power’s goal is to acquire operating solar and wind assets in North America and Western Europe. TerraForm Power is listed on the Nasdaq Stock Market (Nasdaq: TERP).

* Mandated through Nomura Greentech Capital Advisors, LLC (formerly known as Greentech Capital Advisors Securities, LLC)

TRANSACTION OVERVIEW

  • On March 16, 2020, Brookfield Renewable Partners L.P. (“Brookfield Renewable” or “BEP”) (TSX: BEP.UN; NYSE: BEP) and TerraForm Power, Inc. (“TerraForm Power” or “TERP”) entered into a definitive merger agreement for Brookfield Renewable to acquire all of the outstanding shares of Class A common stock of TerraForm Power, other than the approximately 62% currently owned by Brookfield Renewable and its affiliates
  • Each share of Class A common stock of TerraForm Power held by the public will be acquired for consideration equivalent to 0.381 of a Brookfield Renewable unit
  • For each share of TerraForm Power’s Class A common stock held, TERP shareholders will be entitled to receive, at their election, either Class A shares of Brookfield Renewable Corporation (“BEPC shares”) or limited partnership units of Brookfield Renewable (“BEP units”)
  • Concurrent with closing, Brookfield Renewable Partners intends to make its previously announced special distribution of BEPC shares to its unitholders
  • Brookfield Renewable Corporation is a Canadian corporation and will be listed on the TSX and NYSE, and the BEPC shares are structured with the intention of being economically equivalent to a BEP unit, including identical distributions, as and when declared, and will be fully exchangeable at any time, at the shareholder’s option, for a BEP unit on a one-for-one basis
  • The structure provides investors the flexibility to invest in Brookfield Renewable either through the existing partnership or a corporate structure
  • The transaction is subject to approval by a majority of non-Brookfield affiliated shareholders, and other customary closing conditions and is expected to close in the third quarter of 2020
  • The combined company will be one of the largest publicly-traded, globally-diversified, multi-technology, pure-play renewable power platforms, with total assets of approximately $50 billion and expected annual funds from operations of approximately $1 billion

The transaction press release can be found at: Press Release

Greentech Capital Advisors acted as financial advisor to the Special Committee of TerraForm Power. Mintz acted as legal counsel to Greentech. The transaction further strengthens Greentech’s leading global advisory position in renewable infrastructure.

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For additional information about this transaction, please contact:

 

Derek Bentley
Partner
+1 (212) 946 3948
dbentley@greentechcapital.com

Michael Horwitz
Partner
+1 (415) 697 1561
mhorwitz@greentechcapital.com

On April 1, 2020, Nomura Holding America Inc. acquired Greentech Capital Advisors Securities, LLC, a broker-dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory authority (“FINRA”), and renamed it Nomura Greentech Capital Advisors, LLC (“NGCA LLC”). Clients who engaged with Greentech Capital Advisors Securities, LLC prior to April 1, 2020 will remain clients of NGCA LLC, unless otherwise notified. Otherwise, all activities of Nomura Greentech in the U.S. are conducted by Nomura Securities International, Inc. (“NSI”), a broker-dealer registered with the SEC and a member of FINRA. All services of Nomura Greentech conducted outside of the U.S. will continue to be provided by Greentech Capital Advisors, AG, located in Switzerland and renamed Nomura Greentech Capital Advisors, AG (“NCGA AG”). NGCA AG does not provide services that require it to be licensed as a broker-dealer in Switzerland and is not so licensed. As of April 1, 2020, NSI, NGCA LLC, and NGCA AG are affiliates under common control. The greentechcapital.com web domain provides information about NGCA LLC, NSI and NGCA AG.

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