Brookfield Renewable Acquires Large-Scale Hydroelectric

Brookfield Renewable Acquires Large-Scale Hydroelectric Portfolio 
- Scale portfolio of high-quality renewable assets - one of the
Tennessee Valley region's largest hydroelectric portfolios  
- Four generating stations to contribute 378 MW of capacity and 1.4
million megawatt hours of generation annually  
- Power purchase agreement with Tennessee Valley Authority (TVA)
until June 2014  
- Transmission infrastructure with access to TVA, Duke Carolinas and
PJM systems  
- Recently modernized facilities  
- Strong operating history and low cost of operations  
- FERC license through 2045 
HAMILTON, BERMUDA -- (Marketwire) -- 06/29/12 --  
All amounts in U.S. dollars unless stated otherwise 
Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield
Renewable") today announced an agreement to acquire, with its
institutional partners, a portfolio consisting of four hydroelectric
generating stations in Tennessee and North Carolina from Alcoa Power
Generating Inc. for a total enterprise value of $600 million, subject
to certain price adjustments.  
Brookfield Renewable will own an approximate 25% interest and will
manage and integrate the assets into its North American operating
platform. The remaining equity interest will be funded by an
institutional fund managed by Brookfield Asset Management.  
The Tapoco portfolio is located on the Little Tennessee and Cheoah
Rivers in eastern Tennessee and western North Carolina, and consists
of four individual generating stations: Santeetlah, Cheoah,
Calderwood and Chilhowee. The portfolio is in the latter stages of an
extensive asset modernization program which is expected to increase
its installed capacity to 378 megawatts and average annual generation
of approximately 1.4 million megawatt hours.  
"We are thrilled to add these high-quality assets to our
best-in-class renewable power portfolio," said Richard Legault,
President and Chief Executive Officer of Brookfield Renewable. "The
Tapoco facilities are proven generation assets and attractively
situated in our core markets. The southern United States has
favourable supply-demand dynamics with one of the highest areas of
load growth in the U.S., and over the long-term should benefit from
planned coal retirements and scarcity value by delivering clean,
ustainable, and on-peak renewable power."  
All output from the facilities is currently contracted at a fixed
price through June 2014 to the Tennessee Valley Authority, a
corporation owned by the U.S. government providing electricity to
nine million people. The Tapoco portfolio benefits from direct
multiple market interconnections through 86 miles of related
transmission infrastructure connecting to both the TVA and Duke
Carolinas systems, as well as to Alcoa's nearby rolling mill.  
"We believe this acquisition provides a unique opportunity to capture
rising electricity prices, and our operating platform and expertise
is well-suited to maximize the value of this portfolio over the long
term," added Mr. Legault.  
The Tapoco plants can be operated as daily peaking facilities and
benefit from one of the lowest cost of operations in the TVA region,
further enhancing their attractiveness and long-term value potential.
In 2005, Tapoco was granted a 40 year operating license by the
Federal Energy Regulatory Commission.  
The acquisition is expected to be funded with non-recourse debt
financing, as well as available financial resources including cash
and drawings on Brookfield Renewable's credit facility. The
transaction is subject to regulatory approvals and other customary
closing conditions and is expected to close before the end of 2012.  
Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the
largest publicly-traded, pure-play renewable power platforms
globally. Its portfolio is primarily hydroelectric and totals
approximately 5,000 megawatts of installed capacity. Diversified
across 67 river systems and 10 power markets in the United States,
Canada and Brazil, the portfolio generates enough electricity from
renewable resources to power two million homes on average each year.
With a virtually fully-contracted portfolio of high-quality assets
and strong growth prospects, the business is positioned to generate
stable, long-term cash flows supporting regular and growing cash
distributions to unitholders. For more information, please visit 
Cautionary Statement Regarding Forward-Looking Information  
This news release contains forward-looking statements and
information, within the meaning of Canadian securities laws,
concerning the business and operations of Brookfield Renewable.
Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance or other
statements that are not statements of fact. Forward-looking
statements in this News Release include statements regarding the
acquisition of four hydroelectric generating stations (the "Tapoco"
portfolio"), the acquisition financing, ownership structure, the
portfolio's expected long-term production and long-term value
potential, its power sales opportunities, the attractiveness of the
regional power market, the receipt of regulatory approvals and the
expected time of closing . Forward-looking statements can be
identified by the use of words such as "plans", "expects",
"scheduled", "estimates", "intends", "anticipates", "believes",
"potentially", "tends", "continue", "attempts", "likely",
"primarily", "approximately", "endeavours", "pursues", "strives",
"seeks" or variations of such words and phrases, or statements that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Although we believe that
our anticipated future results, performance or achievements expressed
or implied by the forward-looking statements and information in this
News Release are based upon reasonable assumptions and expectations,
we cannot assure you that such expectations will prove to have been
correct. You should not place undue reliance on forward-looking
statements and information as such statements and information involve
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information. 
Factors that could cause actual results to differ materially from
those contemplated or implied by forward-looking statements include,
but are not limited to: the risk that the conditions precedent to be
met, and the regulatory and third party approvals to be obtained, for
the acquisition to close, are not met or obtained, changes to
hydrology at our hydroelectric stations or in wind conditions at our
wind energy facilities; the risk that counterparties to our contracts
do not fulfill their obligations, and as our contracts expire, we may
not be able to replace them with agreements on similar terms;
increases in water rental costs (or similar fees) or changes to the
regulation of water supply; our operations being highly regulated and
exposed to increased regulation which could result in additional
costs; the risk that our concessions and licenses will not be
renewed; increases in the cost of operating our plants; our failure
to comply with conditions in, or our inability to maintain,
governmental permits; equipment failure; dam failures and the costs
of repairing such failures; force majeure events; exposure to
losses; adverse changes in currency exchange rates; our
inability to access interconnection facilities and transmission
occupational, health, safety and environmental risks; disputes and
litigation; losses resulting from fraud, other illegal acts,
inadequate or failed internal processes or systems, or from external
events; general industry risks relating to the North American and
Brazilian power market sectors; advances in technology that impair or
eliminate the competitive advantage of our projects; newly developed
technologies in which we invest not performing as anticipated; labour
disruptions and economically unfavourable collective bargaining
agreements; risks related to operating in Brazil; our inability to
finance our operations; the operating and financial restrictions
imposed on us by our loan, debt and security agreements; changes in
our credit ratings; changes to government regulations that provide
incentives for renewable energy; our inability to identify and
complete sufficient investment opportunities; the growth of our
portfolio; our inability to develop existing sites or find new sites
suitable for the development of greenfield projects; risks associated
with the development of our generating facilities and the various
types of arrangements we enter into with communities and joint
venture partners; Brookfield Asset Management's inability to source
acquisition opportunities for us and our lack of access to all
renewable power acquisitions that Brookfield Asset Management
identifies; our lack of control over all our operations; our
obligations to issue equity or debt for future acquisitions and
developments; a delay or inability to achieve a listing of our
limited partnership units on the New York Stock Exchange; and foreign
laws or regulation to which we become subject as a result of future
acquisitions in new markets. 
We caution that the foregoing list of important factors that may
affect future results is not exhaustive. The forward-looking
statements represent our views as of the date of this News Release
and should not be relied upon as representing our views as of any
date subsequent to June 29, 2012, the date of this News Release.
While we anticipate that subsequent events and developments may cause
our views to change, we disclaim any obligation to update the
forward-looking statements, other than as required by applicable law.
For further information on these known and unknown risks, please see
"Risk Factors" in our most recent Annual Information Form available
on our website at and filed on SEDAR at 
Investors Enquiries
Brookfield Renewable Energy Partners L.P.
Zev Korman
Director, Investor Relations
Media Enquiries
Brookfield Renewable Energy Partners L.P.
Julie Smith-Galvin
Director, Corporate Communications
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