Brookfield Renewable Income Fund acquires hydroelectric and wind power facilities, and completes C$380 million offering of subscription receipts

Torys acted as counsel to Brookfield Renewable on the sale of the hydroelectric facilities with a team that included Karrin Powys-Lybbe, Cornell Wright, Rose Bailey, Valerie Helbronner, Nadine Rockman Katz, Allen Yi, Peter Bryce, Daniel McConville, Huw Evans and Graham Erion, with assistance from Wilfred Estey (corporate), John Tobin and Richard Johnson (tax), Charles Keizer and Jonathan Myers (energy regulatory), Christina Medland, Mitch Frazer and Tara Sastri (employment and pensions), Dennis Mahony and Michael Fortier (environmental), Don Roger (real estate), Omar Wakil and Sue-Anne Fox (competition). Brookfield Renewable's in-house legal team for the transaction was comprised of Patricia Bood (General Counsel), Andrea Rochleau and Walter Di Cesare. Torys also represented the Fund on the offering of subscription receipts with a team that included Karrin Powys-Lybbe, Rima Ramchandani, Jonathan Cescon, Daniel McConville and Jamie Becker (securities), John Tobin and Richard Johnson (tax).

On August 31, 2009, Brookfield Renewable Power Income Fund, formally known as Great Lakes Hydro Income Fund, completed the indirect acquisition from Brookfield Renewable Power Inc., its principal unitholder, of 15 operating hydroelectric facilities with total capacity of 387 MW and one soon-to-be-constructed wind-power project, for C$945 million. The purchase price was satisfied by: (i) C$365 million in cash, payable from the net proceeds of a C$185 million bought-deal offering by the Fund of subscription receipts with a syndicate of underwriters, and the net proceeds of a C$195 million concurrent private placement of subscription receipts, both co-led by Scotia Capital Inc. and CIBC World Markets Inc.; (ii) a C$200 million senior unsecured note of the Fund issued to Brookfield Renewable; and (iii) the issuance to Brookfield Renewable of 25,562,500 trust units of the Fund, having an aggregate value of C$380 million. At the same time, the Fund changed its name to Brookfield Renewable Power Fund.

Brookfield Renewable Power Inc. is a subsidiary of Brookfield Asset Management Inc. The facilities purchased by the Fund represented substantially all of Brookfield Asset Management's Canadian renewable power-generation business not already owned by the Fund.

Brookfield Renewable Power Income Fund (formally known as Great Lakes Hydro Income Fund) is one of the largest power income funds in North America, with 1,260 MW of power generating capacity and average annual production of 4,539 GW hours exclusively from environmentally friendly and renewable resources. It owns or holds interests in 27 hydroelectric generating stations and one wind farm in Quebec, Ontario, British Columbia and New England.

Brookfield Renewable Power Inc., wholly owned by Brookfield Asset Management Inc., is an owner, operator and developer of hydroelectric power facilities. Its total portfolio includes more than 160 generating facilities primarily in North America and Brazil with approximately 4,000 MW of capacity.

Further information is found on Brookfield's website.