Page 9 of 12 – SEC Filing
This Amendment No. 10 (this “Amendment No. 10”) to Schedule 13D is being filed by Appaloosa Investment
Limited Partnership I, Palomino Master Ltd., Appaloosa LP, Appaloosa Capital Inc., Appaloosa Management L.P., Appaloosa Partners
Inc. and David A. Tepper to supplement and amend the Statement on Schedule 13D, filed with the Securities and Exchange Commission
(the “SEC”) on December 2, 2015 (the “initial Schedule 13D”), as amended and supplemented by Amendment
No. 1, filed December 8, 2015 (“Amendment No. 1”), Amendment No. 2, filed December 22, 2015 (“Amendment No. 2”),
Amendment No. 3, filed January 8, 2016 (“Amendment No. 3”), Amendment No. 4, filed April 1, 2016 (“Amendment
No. 4”), Amendment No. 5, filed May 13, 2016 (“Amendment No. 5”), Amendment No. 6, filed July 22, 2016 (“Amendment
No. 6”), Amendment No. 7, filed October 19, 2016 (“Amendment No. 7”), Amendment No. 8, filed November 10, 2016
(“Amendment No. 8”) and Amendment No. 9, filed November 18, 2016 (“Amendment No. 9”) with respect to beneficial
ownership of the shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”), of TerraForm
Power, Inc., a Delaware corporation (the “Issuer”). The initial Schedule 13D, as amended and supplemented by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and
Amendment No. 9 is referred to herein as the “prior Schedule 13D”; and the prior Schedule 13D, as amended and supplemented
by this Amendment No. 10, is referred to herein as “this Schedule 13D.”
This Amendment No. 10 hereby amends Item 4 and Item 6 of the
prior Schedule 13D as follows:
ITEM 4. Purpose of the Transaction.
Item 4 of the prior
Schedule 13D is hereby amended by adding the following:
As disclosed in a
Current Report on Form 8-K filed by the Issuer on March 7, 2017, the Issuer entered into a Merger and Sponsorship Transaction
Agreement (the “Transaction Agreement”) on March 6, 2017, with Orion US Holdings 1
L.P. (“Orion”) and BRE TERP Holdings Inc., a wholly-owned subsidiary of Orion (“Merger Sub”),
providing for, among other things, the merger of Merger Sub with and into the Issuer (the “Merger”), with
the Issuer as the surviving corporation in the Merger (the “Surviving Corporation”), following which Orion
will hold an approximately 51% interest in the Surviving Corporation. The Transaction Agreement provides that, at or
prior to the effective time of the Merger, the Issuer and Orion (or one of its affiliates) will enter into certain agreements
providing for sponsorship arrangements as described therein. Orion and Merger Sub are affiliates
of Brookfield.
The Reporting Persons
are not parties to the Transaction Agreement or any related agreement. Informal discussions between the Reporting Persons and
Brookfield have occurred concerning the Reporting Persons’ acquisition, directly or indirectly, of shares of
common stock of the Surviving Corporation to be held by Brookfield (or one of its affiliates), or otherwise increasing their
investment in the Surviving Corporation, following completion of the Merger. Based on those discussions, the Reporting
Persons intend to pursue such potential acquisition from Brookfield or potential investment in the Surviving Corporation, on
terms to be negotiated at the time.
As part of the Reporting
Persons’ ongoing review of their investment in the Issuer, they may, either directly or through their advisors, seek to engage
in discussions with and may seek information from Brookfield, the Issuer, one or more of the Issuer’s other stockholders,
and other third parties, relating to the business, assets, liabilities, financial condition, results of operations, regulatory
and other general business matters concerning the Issuer, and may, to the extent required to do so, enter into confidentiality
agreements with any of the foregoing persons with respect to any such information.
