Brookfield Renewable Power Fund Acquires Facilities and Completes Offering

On August 31, 2009, Brookfield Renewable Power Fund, formerly known as Great Lakes Hydro Income Fund, completed the indirect acquisition from Brookfield Renewable Power Inc., its principal unit-holder, of 15 operating hydroelectric facilities with total capacity of 387 MW and one soon-to-be-constructed wind power project, for $945 million. The purchase price was satisfied by: (i) $365 million in cash, payable from the net proceeds of a $185-million bought deal offering by the Fund of subscription receipts with a syndicate of underwriters, and the net proceeds of a $195 million concurrent private placement of subscription receipts, both co-led by Scotia Capital Inc. and CIBC World Markets Inc.; (ii) a $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 $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.

Torys LLP acted for Brookfield Renewable on the sale of the hydroelectric and wind power 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); Donald Roger (real estate) and 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 Rocheleau and Walter Di Cesare. Torys LLP also acted for 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) and John Tobin and Richard Johnson (tax).

Heenan Blaikie LLP acted on the acquisition of the facilities for the Independent Committee of the Board of Trustees of Great Lakes Power Trust, the subsidiary of the Fund which acquired the facilities, with a team led by Allen Garson and Neil Wiener, and including Maxine Ethier, Ilia Danef and Mike Hollinger (corporate); Paul Franco (securities); Mark Jadd (tax); Ilan Dunsky (energy); Mark Newton (pensions); Lynn Mitchell and Brett Baker (environmental); Stephen Morris (real estate); Subrata Bhattacharjee (competition) and Michelle MacGillivray (employment).

Goodmans LLP acted for the underwriting syndicate with a team that included Lawrence Chernin, Allan Goodman, David Nathanson, James Rickert and Linda Wu (securities) and Maureen Berry (tax).