Item 1.01 Entry Into a Material Definitive Agreement.
Amendment to the 2017 Merger Agreement
On
The foregoing description of the 2017 Merger Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2017 Merger Agreement Amendment attached as Exhibit 3.1 hereto and incorporated herein by reference.
--------------------------------------------------------------------------------
Fourth Amended and Restated Limited Liability Company Agreement of
On
The foregoing description of the New LLCA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New LLCA attached as Exhibit 3.2 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Sponsorship Arrangements
On
On
On
Sponsor Line Credit Agreement
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Upon the completion of the TERP Acquisition, each Public TERP Share was
exchanged for the right to receive consideration (the "TERP Acquisition
Consideration") consisting of a number of, at the election of the holder of such
Public TERP Share, BEPC Exchangeable Shares or BEP Units, in each case, equal to
the Adjusted Exchange Ratio (as defined below). The "Adjusted Exchange Ratio" is
equal to 0.47625, which is the product of (x) 0.381 (which is the agreed upon
exchange ratio pursuant to the Reorganization Agreement) multiplied by (y) the
sum of (i) 0.25 (which is the number of BEPC Exchangeable Shares distributed
with respect to each BEP Unit upon the consummation of BEP's previously
announced special distribution to its unitholders) and (ii) one. Public TERP
Shares in respect of which a valid election to receive BEP Units was not made by
No fractional BEPC Exchangeable Shares or BEP Units were issued in the TERP Acquisition, and holders of Public TERP Shares became entitled to receive cash in lieu of any fractional BEPC Exchangeable Shares or BEP Units that they would otherwise have been entitled to receive.
--------------------------------------------------------------------------------
The foregoing description of the TERP Acquisition and the Reorganization
Agreement and the transactions contemplated thereby is not complete and is
subject to and qualified in its entirety by reference to the Reorganization
Agreement, a copy of which was attached as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the completion of the TERP Acquisition, the Company notified
the Nasdaq Global Select Market ("NASDAQ") that trading in TERP Common Stock
should be suspended and listing of TERP Common Stock should be removed. The
Company also requested that NASDAQ file a notification of removal from listing
on Form 25 with the
In addition, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Explanatory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the TERP Acquisition and pursuant to the Reorganization Agreement:
• each Company restricted stock unit outstanding as of the Reincorporation
Effective Time was automatically and without any action on the part of the holder thereof converted into an award of the same type with respect to Holdings Class B Common Stock on a one-for-one basis (with the same terms) (following such conversion a "Holdings RSU"); and
• each Holdings RSU outstanding immediately prior to the Exchange Effective Time
was converted into a time-based restricted stock unit of BEPC with respect to a number of BEPC Exchangeable Shares equal to the product of (i) the number of Holdings Class B Common Stock ("Eligible Shares") subject to such Holdings RSU immediately prior to the Exchange Effective Time and (ii) the Adjusted Exchange Ratio, with any fractional shares rounded down to the nearest whole share, subject to substantially the same terms and conditions as were applicable to such Holdings RSU immediately prior to the Exchange Effective Time (except that the form of payment upon vesting will be in BEPC Exchangeable Shares rather than in Eligible Shares).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the completion of the TERP Acquisition,
Effective as of the Reincorporation Effective Time,
Item 5.03 Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
The information provided in the Explanatory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
--------------------------------------------------------------------------------
Pursuant to the Reorganization Agreement, as of the Reincorporation Effective Time, the Company ceased to exist and Holdings continued as the surviving corporation. The articles of incorporation and bylaws of Holdings, as in effect at the Reincorporation Effective Time, remained as the articles of incorporation and bylaws of Holdings, as the surviving corporation of the Reincorporation Merger.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Reorganization, dated as of March, 16, 2020, by and among Brookfield Renewable Corporation, Brookfield Renewable Partners L.P., 2252876 Alberta ULC,TerraForm Power, Inc. andTerraForm Power NY Holdings, Inc. (incorporated by reference to Exhibit 2.1 ofTerraForm Power, Inc.'s Current Report on Form 8-K, filed with theSEC onMarch 20, 2020 ). 3.1 Amendment to the Merger and Sponsorship Transaction Agreement, dated as ofJuly 31, 2020 , by and betweenTerraForm Power NY Holdings, Inc. andOrion US Holdings 1 L.P. 3.2 Fourth Amended and Restated Limited Liability Company Agreement ofTerraForm Power LLC , dated as ofJuly 31, 2020 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
--------------------------------------------------------------------------------
© Edgar Online, source