2014

Commencement of Tender Offer for Series A, B and C Notes of White Pine Hydro, LLC

TORONTO, Jan. 31, 2013 /PRNewswire/ -- BIF II US Renewable LLC (the "Offeror"), an affiliate of Brookfield Renewable Energy Partners, announced today the commencement of an offer to purchase for cash any and all of the outstanding Series A, B and C Notes of White Pine Hydro, LLC (the "Notes" of the "Issuer") for the consideration described in the table below.





Per $1,000

Principal Amount

CUSIP No.

Outstanding Principal Amount

Title of Security

Early Consent Expiration

Tender Offer Consideration

Early Consent
Payment

Total Consideration

96432WAA3

$290,000,000

6.31% Series
A Notes
due 2017

5:00 p.m., New
York City time,
February 15,
2013

$1,000.00

$10.00

$1,010.00

96432WAB1

$35,000,000

6.61% Series B Notes due 2027

5:00 p.m., New York City time, February 15, 2013

$1,000.00

$10.00

$1,010.00

96432WAD7

$250,000,000

6.96% Series C Notes due 2037

5:00 p.m., New York City time, February 15, 2013

$1,000.00

$10.00

$1,010.00

The tender offer (the "Tender Offer") will expire at 11:59 pm, New York City time, on March 1, 2013, unless extended by the Offeror in its sole discretion (the "Expiration Time"). In order to receive the Total Consideration for the Notes that is shown in the table above, holders of the Notes (the "Holders") must validly tender their Notes and provide Consents (as defined below) prior to 5:00 pm, New York City Time, on February 15, 2013, unless extended by the Offeror in its sole discretion (the "Consent Expiration"). Holders whose Notes are purchased in the Tender Offer will also receive payment of accrued and unpaid interest in cash from the last interest payment date on their Notes (which was January 10, 2013) up to, but not including, the settlement date for their purchased Notes.

Concurrently with the Tender Offer, the Offeror is soliciting from the Holders a consent (the "Consent Solicitation") to certain proposed amendments to the indenture, dated as of June 18, 2007 (the "Indenture"), among the Issuer, certain guarantors party thereto and U.S. Bank National Association, as trustee, under which the Notes were issued. The terms and conditions of the Tender Offer and Consent Solicitation are described in the offer to purchase and consent solicitation statement (the "Statement") and related consent letter of transmittal, each dated as of January 31, 2013.

The Tender Offer and Consent Solicitation is being made in connection with the acquisition (the "Acquisition") of White Pine Hydro Investments, LLC (an indirect parent of the Issuer) by a subsidiary of the Offeror. The obligation to purchase Notes tendered pursuant to the Tender Offer is also conditioned, among other things, on the consummation of the Acquisition. Upon consummation of the Acquisition the Offeror will indirectly hold all of the outstanding equity membership interests of the Issuer.        

The Offeror reserves the right, subject to applicable law, to extend, withdraw or terminate the Tender Offer. In the event of a termination of the Tender Offer and the Consent Solicitation, all Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering Holders. The Offeror is under no obligation to deliver Notes to the Issuer for cancellation and the Issuer is under no obligation to redeem such Notes. Such Notes purchased in the Tender Offer may thereafter remain outstanding, and the Tender Offer will therefore not result in a deleveraging of the Issuer.

The Tender Offer and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Statement. The settlement date in respect of all Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur promptly after the Expiration Time, and is expected to be on or about March 6, 2013.

This news release does not constitute a notice of redemption under the optional redemption provision of the Indenture, nor does it constitute an offer to sell or the solicitation of an offer to buy any securities of the Offeror or the Issuer. Nor is it an offer to sell securities or a solicitation of an offer to buy securities in any state or jurisdiction where prohibited by law. The Tender Offer and Consent Solicitation is being made pursuant to the Statement and the related consent and letter of transmittal, copies of which have been delivered to all Holders. Persons with questions regarding the Tender Offer should contact the Tender Agent and Information Agent, D.F. King & Co., Inc. at (800) 758-5378 (toll free).

Cautionary Statement Regarding Forward-Looking Information

Forward-looking information provided in this news release relating to the Offeror's expectations regarding the Tender Offer, Consent Solicitation and the Offeror's or the Issuer's future prospects and financial position are forward-looking information within the meaning of applicable United States securities laws. The Offeror believes that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the Offeror's beliefs and assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information and actual results may vary. The forward-looking information is made as of the date of this news release and neither the Offeror nor the Issuer assumes any obligation to update or revise them to reflect new events or circumstances, except as explicitly required by securities laws.

SOURCE Brookfield Renewable Energy Partners




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