Commencement Of Change Of Control Offer For 7.26% Notes Due 2015 Of White Pine Hydro Portfolio, LLC

MARLBOROUGH, Mass., April 5, 2013 /PRNewswire/ -- BIF II US Renewable LLC (the "Offeror"), an affiliate of Brookfield Renewable Energy Partners, announced today the commencement of a change of control offer to purchase ("Change of Control Offer") for cash all or any portion of the outstanding 7.26% notes due 2015 (the "Notes" of the "Issuer") for the consideration described in the table below.






CUSIP No.

Outstanding

Principal

Amount

Title of

Security

Expiration

Date

Change of

Control

Payment

Per $1,000

Principal

Amount

96432YAA9

$125,000,000

7.26% Notes

Due 2015

5:00 p.m., New

York City time,

May 3, 2013

$1,010.00

The Change of Control Offer will expire at 5:00 pm, New York City time, on May 3, 2013 (the "Expiration Date"). In order to receive the Change of Control Payment for the Notes, shown in the table above, holders of the Notes (the "Holders") must validly tender their Notes by the Expiration Date. Holders whose Notes are purchased in the Change of Control Offer will also receive payment of accrued and unpaid interest in cash from the last interest payment date on their Notes (which was January 20, 2013) up to, but not including, the settlement date for their purchased Notes.

The Change of Control Offer 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, which occurred on March 1, 2013 and constituted a Change of Control as defined in the indenture, dated June 18, 2007 (as amended from time to time, the "Indenture"), among the Issuer, White Pine Hydro Investments, LLC, a Delaware limited liability company, parent of the Issuer and guarantor under the Indenture, and U.S. Bank National Association, as trustee.

The settlement date in respect of all Notes validly tendered and not validly withdrawn and accepted for purchase is expected to occur on the third business day after the Expiration Date, and is expected to be on or about May 8, 2013.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 Change of Control Offer is being made pursuant to the offer to purchase, dated April 5, 2013 and the acceptance letter, copies of which have been delivered to all Holders. Persons with questions regarding the Change of Control Offer should contact the Paying Agent and Depositary, 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 Change of Control Offer 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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