UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39355
BROOKFIELD RENEWABLE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
250 Vesey
Street, 15th Floor
New York, New York 10281
(212) 417-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Class A Exchangeable Subordinate Voting Shares, no par value
(Title of each class of securities covered by this Form)
None
(Titles of all other
classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es)
to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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|
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| Rule 12g-4(a)(1) |
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☒ |
| Rule 12g-4(a)(2) |
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☐ |
| Rule 12h-3(b)(1)(i) |
|
☒ |
| Rule 12h-3(b)(1)(ii) |
|
☐ |
| Rule 15d-6 |
|
☐ |
| Rule 15d-22(b) |
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☐ |
Approximate number of holders of record as of the certification or notice date: Six (6)*
| * |
This Form 15 relates solely to the reporting obligations of Brookfield Renewable Holdings Corporation (formerly
Brookfield Renewable Corporation) (“Old BEPC”) with respect to its class A exchangeable subordinate voting shares (“Old Class A Shares”) and does not affect the reporting obligations of Brookfield Renewable Corporation
(formerly 1505127 B.C. Ltd.) (“New BEPC”) as the successor issuer to Old BEPC pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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On December 24, 2024, pursuant to an arrangement agreement dated as of October 9, 2024, Old BEPC and New BEPC
completed an arrangement under the Business Corporations Act (British Columbia), pursuant to which, among other things, (i) Old BEPC’s articles were amended to create class A.1 exchangeable subordinate voting shares (“Class A.1
Shares”) and class A.2 exchangeable non-voting shares (“Class A.2 Shares”); (ii) New BEPC transferred Old Class A Shares that it received from existing public shareholders (other than
Brookfield and its subsidiaries (the “Brookfield Group”)) to Old BEPC in exchange for Class A.1 Shares; (iii) the Brookfield Group transferred its Old Class A Shares to Old BEPC in exchange for Class A.2 Shares;
(iv) the Old Class A Shares were delisted and cancelled; (v) the class A exchangeable voting shares of New BEPC were listed on the Toronto Stock Exchange and the New York Stock Exchange; and (vi) New BEPC became a successor
issuer to Old BEPC pursuant to Rule 12g-3(a) under the Exchange Act.
