Item 8.01 Other Events.
On June 25, 2020, TerraForm Power, Inc. ("TerraForm Power") issued a press
release to announce that it has set 5:00 p.m., Eastern Time, on June 26, 2020 as
the record date and July 29, 2020 as the meeting date for a meeting of its
stockholders to, among other things, vote to approve proposals related to the
merger agreement between TerraForm Power and Brookfield Renewable Partners L.P.
("Brookfield Renewable") that was previously announced on March 16, 2020 (the
"Merger Agreement"). A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be made with the
SEC. Any solicitation will only be made through materials filed with the
Securities and Exchange Commission (the "SEC"). TerraForm Power also expects to
mail or otherwise provide to its stockholders its definitive proxy statement
regarding the transactions contemplated by the Merger Agreement (the
"Transactions") on or about June 29, 2020. Nonetheless, this Current Report on
Form 8-K may be deemed to be solicitation material in respect of the
Transactions. Brookfield Renewable and Brookfield Renewable Corporation ("BEPC")
have filed relevant materials with the SEC, including a registration statement
on Form F-1/F-4 (Registration Nos. 333-234614 and 234614-01) (the "F-1/F-4"), as
filed with the SEC as an amendment to Form F-1, that includes a proxy statement
of TerraForm Power that also constitutes a prospectus of Brookfield Renewable
and BEPC. The registration statement has not become effective and the proxy
statement and prospectus included therein are in preliminary form. After the
F-1/F-4 is effective, a definitive proxy statement/prospectus will be sent to
TerraForm Power stockholders and will be filed with the SEC. This Current Report
on Form 8-K is not a substitute for the registration statement, proxy
statement/prospectus or any other documents that Brookfield Renewable, BEPC or
TerraForm Power may file with the SEC or send to stockholders in connection with
the Transactions. STOCKHOLDERS OF TERRAFORM POWER ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Investors and security holders may obtain copies of the F-1/F-4, including the
proxy statement/prospectus, and other documents filed with the SEC (if and when
available) free of charge at the SEC's website, www.sec.gov. Copies of documents
filed with the SEC by Terraform Power are available free of charge on Terraform
Power's website at www.terraformpower.com. Copies of documents filed with the
SEC by Brookfield Renewable and BEPC are available free of charge on Brookfield
Renewable's website at bep.brookfield.com.
Participants in Solicitation
TerraForm Power and its directors and executive officers, BEPC and its directors
and executive officers, and Brookfield Renewable and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the holders of TerraForm Power common stock in respect of the Transactions.
Information about the directors and executive officers of TerraForm Power is set
forth on its website at www.terraformpower.com. Information about the directors
and executive officers of Brookfield Renewable is set forth on its website at
bep.brookfield.com. Information about the directors and executive officers of
BEPC is set forth in the F-1/F-4. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus regarding the Transactions. You may obtain free copies of
these documents as described in the preceding paragraph.
Non-solicitation
No securities regulatory authority has either approved or disapproved of the
contents of this Current Report on Form 8-K. This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
99.1 Press Release, dated June 25, 2020.
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