13D Filing: Brookfield Asset Management Inc. and Terraform Power Inc. (TERP)

This Amendment No. 11 (this “Amendment No. 11”) to Schedule 13D is being filed by Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Fund III GP LLC, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Credit Opportunities Master Fund, L.P., Brookfield Credit Opportunities Fund GP, LLC, Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC, Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 29, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on July 22, 2016, Amendment No. 2 to the Original Schedule 13D, filed on October 19, 2016, Amendment No. 3 to the Original Schedule 13D, filed on November 10, 2016, Amendment No. 4 to the Original Schedule 13D, filed on November 18, 2016, Amendment No. 5 to the Original Schedule 13D, filed on December 5, 2016, Amendment No. 6 to the Original Schedule 13D, filed on January 10, 2017, Amendment No. 7 to the Original Schedule 13D, filed on January 23, 2017, Amendment No. 8 to the Original Schedule 13D, filed on February 21, 2017, Amendment No. 9 to the Original Schedule 13D, filed on March 8, 2017 and Amendment No. 10 to the Original Schedule 13D, filed on May 17, 2017 (as so amended, the “Amended Schedule 13D”), with respect to beneficial ownership of the shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc., a corporation organized under the laws of the state of Delaware.

This Amendment No. 11 constitutes an “exit filing” with respect to Brookfield Credit Opportunities LP, Brookfield Credit Opportunities GP and BAMPIC Credit.

This Amendment No. 11 hereby amends Items 2, 3, 4, 5, 6 and 7 of the Amended Schedule 13D as follows:

Item 2. Identity and Background.

As a result of the transactions described in the first two sentences of Item 5(c) below, each of Brookfield Credit Opportunities LP, Brookfield Credit Opportunities GP and BAMPIC Credit ceased to be a beneficial owner of more than five percent of the Class A Shares and will cease to report on Schedule 13D with respect to the Class A Shares. This Amendment No. 11 constitutes an exit filing for such Reporting Persons, and Items 2(a)-(b) are hereby amended and restated by deleting them in their entirety and substituting the following in lieu thereof:

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person”):

	(iii)	Brookfield Infrastructure Fund III GP LLC, a Delaware limited liability company (“BIF”), which serves as the indirect general partner of Orion US GP and Orion US LP;
	(iv)	Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership (“BAMPIC Canada”), which serves as the investment adviser to BIF;
	(v)	Brookfield Asset Management, Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario, Canada, which is the ultimate parent of BIF and BAMPIC Canada and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and
	(vi)	Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario. Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares.

Schedules I, II, III and IV hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of Orion US GP, BIF, Brookfield and Partners, respectively, and the principal occupations and addresses of such directors and executive officers.