Brookfield Renewable Energy Partners L.P.

Brookfield Renewable Energy Partners L.P.

June 29, 2012 10:00 ET

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 - June 29, 2012) -

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, sustainable, 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 uninsurable losses; adverse changes in currency exchange rates; our inability to access interconnection facilities and transmission systems; 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

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