Brookfield Renewable Partners Non Voting Units T.BEP.PR.R

TD 2

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Remains on their Action Buy List. GLTA

Brookfield Renewable Partners L.P.

(BEP-N, BEP.UN-T) US$30.20 | C$40.87

BEP Announces Participation in Consortium Bid for Origin Energy Event

On Thursday November 10, before markets opened in Australia, Brookfield Renewable announced participation in a consortium that has submitted a non-binding offer to acquire Origin Energy Ltd. (ORG-AU). The bid is being made with MidOcean Energy, an LNG company formed by energy investor EIG. Brookfield Renewable and institutional partners would acquire Origin's energy markets business, with EIG acquiring its Integrated Gas division.

The A$9.00/share bid represents a 55% premium to Origin's share price before the bid announcement. At the time of writing, Origin's share price is trading at a 13% discount to the consortium's bid.

Impact: POTENTIALLY POSITIVE

The split between Brookfield and MidOcean interest has not been disclosed, making it difficult to evaluate the bid's relative scale for BEP. This transaction could represent a sizable opportunity for follow-on investment in new renewable power capacity (~$12.8 billion through 2030). Were the consortium to make a binding $9.00/share cash offer, the current intention of Origin's Board would be to unanimously recommend shareholders accept.

Details

 Background on Origin. Origin is an integrated Australian energy company, which owns 7.3 GW of mostly thermal generating capacity, including 1.2 GW of renewables and storage. The company also sells electricity, gas, LPG, owns a 27.5% interest in Australia Pacific LNG, and other energy-focused investments. Statements by Brookfield representatives to the media have articulated a follow- on investment potential of A$20 billion ($12.8 billion).

• The proposal values origin at A$18.4 billion (~$11.8 billion). We expect that BEP's direct equity investment will be consistent with a 20% stake in Brookfield's share of the consortium (the remainder will be funded by Brookfield's Global Transition Fund I). Assuming an interest for Brookfield of range of 25-50% in the overall transaction (5-10% net for BEP) would imply a net equity consideration for BEP of $495-$990 million (at the high end, 5% of BEP's current market cap and 28% of available liquidity at the end of Q3/22). The bid implies a valuation of 7.0x EV/EBITDA using 2023 consensus estimates.

• Origin has entered into a confidentiality and exclusivity agreement with the consortium to allow for due diligence. This process should be completed within eight weeks.