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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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BROOKFIELD RENEWABLE PARTNERS L.P. (Name of Issuer) |
Limited Partnership Units (Title of Class of Securities) |
(CUSIP Number) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 (416) 363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
320,608,493.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
320,608,493.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
BROOKFIELD RENEWABLE POWER INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
260,949,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
BROOKFIELD INVESTMENTS CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,861,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Limited Partnership Units | |
| (b) | Name of Issuer:
BROOKFIELD RENEWABLE PARTNERS L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
73 Front Street, Fifth Floor, Hamilton,
BERMUDA
, HM 12. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 9 (this "Amendment No. 9") to Schedule 13D amends and supplements the Schedule 13D originally filed on June 17, 2016 (and as amended through Amendment No. 8 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 9.
Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars.
Information reported in the Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 9. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On July 21, 2026, BEP, BEPC and Brookfield Renewable Partners Inc. ("BEP Inc.") entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Transaction") to simplify BEP's and BEPC's corporate structure by converting BEP and BEPC into a single Canadian publicly traded corporate entity, BEP Inc.
The Transaction will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Transaction is subject to a number of conditions, including obtaining the approval of the holders of L.P. Units (the "Unitholders") and approval by the British Columbia Supreme Court. If the Transaction is approved by the Unitholders but not by the holders of BEPC Shares (the "Shareholders"), the Transaction will still be completed except that the exchange of BEPC Shares (the "Share Exchange"), as described below, will not occur. A special meeting of Unitholders and a special meeting of Shareholders have been called for October 14, 2026, and security holders of record as of close of business on August 21, 2026 will be entitled to vote at the meetings.
If the Transaction is approved by both the Unitholders and Shareholders, and subject to satisfaction of other conditions, BEP and BEPC will implement the Transaction, pursuant to which, among other things, all L.P. Units, BEPC Shares, Class A.2 Shares and redemption-exchange limited partnership units of BRELP will be exchanged for newly issued class A subordinate voting shares of BEP Inc. ("BEP Inc. Class A Shares") on a one-for-one basis. In addition, the class A common shares of Brookfield Renewable Partners Limited, the general partner of BEP, will be exchanged for class B multiple voting shares of BEP Inc. ("BEP Inc. Class B Shares"). The limited partnership units of BREP Holding L.P., the general partner of BRELP, and the class A common shares of BRP Bermuda GP Limited, the general partner of BREP Holding L.P., will be exchanged for class I non-voting incentive shares of BEP Inc. ("BEP Inc. Class I Shares"). The newly issued BEP Inc. Class A Shares are expected to be listed on the Toronto Stock Exchange and the New York Stock Exchange.
Following completion of the Transaction, and based on their current ownership and the aggregate number of issued and outstanding BEPC Shares, Class A.2 Shares and L.P. Units, (i) Brookfield and its subsidiaries are expected to own 305,366,071 BEP Inc. Class A Shares, representing approximately 44.9% of the issued and outstanding BEP Inc. Class A Shares (and 305,366,071 BEP Inc. Class A Shares, representing approximately 57.7% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur) and 30,014 BEP Inc. Class B Shares, representing 100% of the issued and outstanding BEP Inc. Class B Shares (which BEP Inc. Class B Shares will be entitled to cast, in the aggregate, a number of votes equal to the number of outstanding BEP Inc. Class A Shares held on the record date for determining the BEP Inc. shareholders entitled to vote at the applicable meeting minus 100), (ii) BNT and its subsidiaries are expected to own 15,242,422 BEP Inc. Class A Shares, representing approximately 2.2% of the issued and outstanding BEP Inc. Class A Shares (and 5,148,270 BEP Inc. Class A Shares, representing approximately 1.0% of the issued and outstanding BEP Inc. Class A Shares if the Share Exchange does not occur), (iii) Brookfield Asset Management Ltd. and its subsidiaries are expected to own 3,977,260 BEP Inc. Class I Shares, representing 100% of the issued and outstanding BEP Inc. Class I Shares and (iv) BEP Inc. will own all of the issued and outstanding L.P. Units, redemption-exchange limited partnership units of BRELP, Class A.2 Shares and, assuming the Share Exchange occurs, BEPC Shares. If the Transaction is completed but the Share Exchange does not occur, BNT and its subsidiaries will own or exercise control or direction over 10,094,152 BEPC Shares, representing approximately 6.7% of the issued and outstanding BEPC Shares.
Further information regarding the Transaction will be contained in a joint management information circular of BEP and BEPC. Subject to the receipt of all required approvals, it is anticipated that the Transaction will be completed in the fourth quarter of 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a)-(b) The information relating to the beneficial ownership of the L.P. Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (and the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage ownership of L.P. Units is based on an aggregate of 320,608,493 L.P. Units outstanding as of July 21, 2026, and assumes that all of the outstanding redeemable/exchangeable partnership units of BRELP, BEPC Shares and Class A.2 Shares are exchanged for L.P. Units (on a one-for-one basis). | |
| (c) | Except as described in Item 4 in this Amendment No. 9, 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 amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 9 is hereby incorporated by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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