SEC Form SC 13D/A filed by Brookfield Renewable Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Brookfield Renewable Corporation

(Name of Issuer)

Class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

11284V105

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

CUSIP No. 11284V105

Explanatory Note

This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D is being filed to by Brookfield Corporation (“Brookfield”) (f/k/a Brookfield Asset Management Inc.), BAM Partners Trust, a trust established under the laws of the Province of Ontario (the “BAM Partnership”), Brookfield Renewable Power Inc. (“BRPI”), Brookfield Investments Corporation (“BIC”), Brookfield Renewable Partners L.P. (“BEP”) and Brookfield Renewable Partners Limited (“BRPL,” and collectively with Brookfield, Partners, BRPI, BIC and BEP, the “Reporting Persons”) to reflect, among other things, (i) the removal of Partners Limited (“Partners”) as a Reporting Person, (ii) the addition of BAM Partners Trust as a Reporting Person, and (iii) the closing on June 16, 2023 of the previously announced equity offering (the “BEPC Public Offering”) of class A exchangeable subordinate voting shares, no par value (“Class A Shares”), of Brookfield Renewable Corporation (the “Issuer”).

Information and defined terms reported in the original Schedule 13D remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 3.

Item 2. Identity and Background.

The BAM Partnership shall be deemed a “Reporting Person” and Partners shall not be deemed to be a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 99.8.

Item 2(a) of the original Schedule 13D is hereby amended to remove references to Partners and supplemented as follows:

(ii) BAM Partners Trust (the “BAM Partnership”), a trust formed under the laws of the Province of Ontario. The trustee of the BAM Partnership is BAM Class B Partners Inc., an Ontario corporation (“BAM Partners”). In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners closed the transfer of 85,120 class B limited voting shares of Brookfield (the “BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partnership. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.

Items 2(b) and (f) of the original Schedule 13D is hereby amended to remove references to Partners, including the schedules of directors and officers thereof, and supplemented as follows:

BAM Partners is the trustee of the BAM Partnership, and the principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

Schedules I, III, IV and V hereto set forth updated names of directors and executive officers of Brookfield, BRPI, BIC, and BRPL (to be included as Scheduled Persons), respectively, and their respective principal occupations, addresses, and citizenships.

Schedule II t sets forth a list of all of the directors and officers (to be included as “Scheduled Persons” for purposes of this Schedule 13D) of BAM Partners, as trustee of the BAM Partnership, and their respective principal occupations, addresses, and citizenships.

Item 2(d)-(e) of the original Schedule 13D is hereby amended to remove reference to Partners and supplemented as follows:

During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 of this Amendment No. 3 is hereby incorporated by reference.

Item 4. Purpose of Transaction.

Item 4 of the original Schedule 13D is hereby supplemented as follows:

In connection with the BEPC Public Offering, the Issuer issued a total of 7,430,000 Class A Shares. As a result of the increase in outstanding Class A Shares, the aggregate percentage of Class A Shares beneficially owned by the Reporting Persons as previously reported on Schedule 13D decreased. In addition, 1,110,000 Class A Shares may be issued in connection with the over-allotment option granted to the underwriters in the BEPC Public Offering and exercisable in whole or in part withing a period of 30 days following closing of the BEPC Public Offering.

Each of the Reporting Persons directly holding Class A Shares expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any shares of such securities held by each of the other Reporting Persons.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) of the original Schedule 13D is hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 44,813,835 shares, constituting 24.9% of the Issuer’s currently outstanding Class A shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 179,657,681 outstanding as of June 16, 2023.

(i) Brookfield

Shared voting power to vote or direct vote: 44,813,835* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,813,835* Class A Shares

(ii) BAM Partnership

Shared voting power to vote or direct vote: 44,813,835* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 44,813,835* Class A Shares

(iii) BRPI

Shared voting power to vote or direct vote: 15,852,335* Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 15,852,335* Class A Shares

(iv) BIC

Shared voting power to vote or direct vote: 28,961,500 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 28,961,500 Class A Shares

(v) BEP

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(vi) BRPL

Shared voting power to vote or direct vote: 0 Class A Shares

Sole power to dispose or direct the disposition: 0 Class A Shares

Shared power to dispose or direct the disposition: 0 Class A Shares

(c) Other than the transactions described in this Amendment No. 3, 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 original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 3 of this Amendment No. 3 is hereby incorporated by reference.

As of June 16, 2023, Brookfield and BEP hold an approximate 81.2% voting interest in the Issuer, BEP may receive up to 179,657,681 Class A Shares in accordance with the terms of the Class A Shares and Brookfield may receive up to 134,843,846 Class A Shares in accordance with the terms of the Rights Agreement.

Item 7. Materials to Be Filed as Exhibits.

Item 7 of the original Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.8 – Joint Filing Agreement dated June 20, 2023.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

SCHEDULE I

BROOKFIELD CORPORATION

SCHEDULE II

BAM PARTNERS TRUST

SCHEDULE III

BROOKFIELD RENEWABLE POWER INC.

SCHEDULE IV

BROOKFIELD INVESTMENTS CORPORATION

SCHEDULE V

BROOKFIELD RENEWABLE PARTNERS LIMITED