Brookfield Renewable and Terraform Power enter into a definitive merger agreement

March 16, 2020

Torys is representing Brookfield Renewable with a team that includes Karrin Powys-Lybbe, Mile Kurta and Josh Lavine (corporate/M&A), Corrado Cardarelli, Scott Semer and David Mattingly (tax).

On March 16, 2020, Brookfield Renewable Partners L.P. ("Brookfield Renewable") and TerraForm Power, Inc. ("TerraForm Power") announced that they 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 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, TerraForm Power shareholders will be entitled to receive, at their election, either Class A shares of Brookfield Renewable Corporation or limited partnership units of Brookfield Renewable.

The special committee of the Board of Directors at TerraForm Power, comprised solely of non-executive, independent directors of TerraForm, have unanimously recommended shareholders approve the transaction.

The transaction is expected to close in the third quarter of 2020, subject to the non-waivable approval of TerraForm Power shareholders representing a majority of the outstanding shares of Class A common stock and other customary closing conditions.

Further information can be found on Globe Newswire website.

TerraForm Power owns and operates a best-in-class renewable power portfolio of solar and wind assets located primarily in the U.S. and E.U., totaling more than 4,200 MW of installed capacity.

Brookfield Renewable operates one of the world's largest publicly traded, pure-play renewable power platforms. Their portfolio consists of hydroelectric, wind, solar and storage facilities in North America, South America, Europe and Asia, and totals approximately 19,000 megawatts of installed capacity and an approximately 13,000 megawatt development pipeline.

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