RE: RE: Brookfield Renewable pegs Western Wind pri Goodman controls Dundee, the seller to Brookfield.
In the Brookfield announcement of the purchase of shares they say:
"In light of the announcement by Western Wind that it has commenced a process to sell the company or its assets, Brookfield Renewable and the Vendor have agreed that if any party acquires Western Wind at a higher price by August 28, 2013, Brookfield Renewable would pay the Vendor an additional amount."
You can find that here:
https://tmx.quotemedia.com/article.php?newsid=53880372&qm_symbol=BEP.UN
Note that they do not say that they must pay the difference between the price they paid and the final price WND sells for. They did not divulge the additional amount or if it is fixed or variable or how calculated.
In the Brookfield SEDAR filing, on page 39 Brookfield gave less details about the terms:
"On August 9, 2012 representatives of the Brookfield Group met with representatives of Western
Wind’s largest institutional investor (the “Vendor”) to commence discussions regarding the sale of the
Vendor’s interest in Western Wind. On August 29, 2012, the Brookfield Renewable Group announced
that it had indirectly acquired an aggregate of 10,727,506 Common Shares and 319,741 Warrants
pursuant to securities purchase agreements from the Vendor. The securities were acquired for cash
consideration of $2.25 per Common Share and $1.00 per Warrant. The Brookfield Renewable Group
subsequently purchased 277,103 additional Common Shares from the Vendor on the same terms pursuant to an option included in one of the securities purchase agreements."
I doubt very much if they gave more details in the US SEC filings and I think that the writer of the report, Abby Gruen, jumped to a conclusion without facts to substantiate when she wrote : "Brookfield promised GCIC the upside if Western Wind ultimately sells for more than C$2.25 per share." She implies, but does not say ALL of the upside.
I am guessing she assumed from what Brookfield wrote that they would pay ALL of the upside, instead of SOME of the upside to Dundee.
On Sept. 4, WND filed with the SEC, the following:
"It is the Company’s understanding that Brookfield Renewable acquired all outstanding shares previously held by Western Wind’s largest institutional shareholder, Goodman & Company (“Goodman”). Though specifics of the transaction are not known, Brookfield Renewables has disclosed that the Vendor has a price protection mechanism in place to cover some or all of the value gain on a potential takeover of Western Wind.
Yes, "some or all", which you can find here:
https://sec.edgar-online.com/western-wind-energy-corp/6-k-report-of-foreign-issuer/2012/09/04/section3.aspx
I do not see any SEC filing "made public Dec. 4th" as mentioned in the Abby Guen article, though I have looked. If/when I find it (please post a link if YOU find it), I will be interested in reading it to see if there are any facts that I have not considered.
Meanwhile, given that Brookfield has said it may buy 5% more of WND, that will give them some incentive to see the price higher. Not that it will necessarily make any difference to the ultimate price.
I hope this clarifies the UNCLEAR facts. My opinion remains that Goodman will get SOME of the upside.