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1114 Avenue of the Americas, 23rd Floor New York, New York 10036.7703 USA P. 212.880.6000 | F. 212.682.0200
www.torys.com
Mile T. Kurta mkurta@torys.com P. 212.880.6363 |
December 19, 2024
Via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Timothy S. Levenberg
Daniel Morris
Re: Brookfield Renewable Partners L.P.
Amendment No. 1 to Registration Statement on Form F-3
Filed December 3, 2024
File No. 333-282962
Dear Ladies and Gentlemen:
On behalf of Brookfield Renewable Partners L.P. (the “Company”), please find responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 18, 2024, with respect to the Company’s Amendment No. 1 to the Registration Statement on Form F-3 (File No. 333-282962) filed with the Commission on December 3, 2024 (the “Registration Statement”). Amendment No. 2 to the Registration Statement (“Amendment No. 2”) is being filed concurrently herewith. The numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comments are presented in bold italics. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 2.
Amendment No. 1 to Form F-3
General
| 1. | We note your response to prior comment 1 and the related revisions. However, it appears that the selling stockholder, Brookfield Corporation, through its GP management interest controls the issuer of the LP Units, Brookfield Renewable Partners, L.P. Further it appears that Brookfield Corporation is the signing party on the Rights Agreement providing to the Exchanging Class A Shareholders the rights to exchange their shares for LP Units of Brookfield Renewable Partners L.P. (or cash). Please revise your cover page to identify Brookfield Corporation as your controlling interest holder and affiliate and revise your plan |
| of distribution to state that any sales by Brookfield Corporation may be deemed to have been conducted by or on behalf of the issuer. |
The Company acknowledges the Staff’s comment and has revised the cover page and pages i and 22 of Amendment No. 2 to address the Staff’s comment.
If there are additional comments or questions, please do not hesitate to contact the undersigned at (212) 880-6363 or Chris Bornhorst at (212) 880-6047.
| Very Truly Yours, | ||
| By: | /s/ Mile Kurta | |
| Mile Kurta Torys LLP | ||
| cc: | Connor Teskey, Brookfield Canada Renewable Manager LP |
Chris Bornhorst, Torys LLP
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