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

TerraForm Power, Inc.

(Name of Issuer)

Common stock, Class A, $0.01 par value

(Title of Class of Securities)

88104R100

(CUSIP Number)

A.J. Silber Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3 (416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 16, 2017

(Date of Event which Requires Filing of this Statement)

CUSIP No. 88104R100

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	PARTNERS LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒  (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			75,594,459
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			75,594,459
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	75,594,459
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	51.00%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(i)

Orion US Holdings 1 L.P., a Delaware limited partnership (“Orion US LP”), with respect to the Class A Shares of the Issuer directly owned by it;

(ii)

Orion US GP LLC, a Delaware limited liability company (“Orion US GP”), with respect to the Class A Shares of the Issuer owned by Orion US LP;

Sponsorship Arrangements

Pursuant to the Transaction Agreement, in connection with the consummation of the Merger, the Issuer and Orion US LP (or one of its affiliates), among other parties, entered into a suite of agreements providing for sponsorship arrangements pursuant to a master services agreement, a relationship agreement and a sponsor line agreement (the “Sponsorship Arrangements”).

On October 16, 2017, in connection with the consummation of the Merger, Brookfield entered into a Master Services Agreement (the “MSA”), with the Issuer, BRP Energy Group L.P., BAMPIC Canada, Brookfield Global Renewable Energy Advisor Limited, TERP LLC and TERP Operating LLC, pursuant to which Brookfield and certain of its affiliates (the “Service Providers”) will provide certain management and administrative services, including the provision of strategic and investment management services, to the Issuer and its subsidiaries.

On October 16, 2017, in connection with the consummation of the Merger, Brookfield entered into a Relationship Agreement (the “Relationship Agreement”) with the Issuer, TERP LLC and TERP Operating LLC, which governs certain aspects of the relationship between Brookfield and the Issuer and its subsidiaries.  Pursuant to the Relationship Agreement, during the term of the agreement, the Issuer and its subsidiaries will serve as the primary vehicle through which Brookfield and its affiliates will acquire operating solar and wind assets in certain countries in North America and Western Europe, and Brookfield will grant the Issuer a right of first offer on any proposed transfer of certain existing projects and all future operating solar and wind projects located in such countries developed by persons sponsored by or under the control of Brookfield.

On October 16, 2017, the Issuer entered into a credit agreement (the “Sponsor Line Agreement”), between the Issuer, as Borrower, on the one hand, and Brookfield and Brookfield Finance Luxembourg S.À R.L., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (together with Brookfield, the “Lenders”), as Lenders, on the other hand.  The Sponsor Line Agreement establishes a $500,000,000 revolving credit facility by the Lenders to the Issuer and provides for the Lenders to commit to make LIBOR loans to the Issuer during a period not to exceed three years from the effective date of the Sponsor Line Agreement (subject to acceleration for certain specified events).  The Issuer may only use the revolving credit facility to fund all or a portion of certain funded acquisitions or growth capital expenditures.  The Sponsor Line Agreement will terminate, and all obligations thereunder will become payable, no later than October 16, 2022.

The foregoing descriptions of the MSA, Relationship Agreement and Sponsor Line Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the MSA, Relationship Agreement and Sponsor Line Agreement, respectively, which are attached hereto as Exhibits 99.8, 99.9 and 99.10, respectively, and incorporated herein by reference.

Governance Arrangements

Pursuant to the Transaction Agreement, and in connection with the consummation of the Merger, the Reporting Persons received certain governance rights (the “Governance Arrangements”), which were reflected in amendments and restatements to the Company’s governing documents, including its certificate of incorporation (as so amended and restated, the “Charter”) and bylaws (as so amended and restated, “the Bylaws”), and a governance agreement by and among the Issuer and Orion US LP and any controlled affiliate of Brookfield (other than the Issuer and its controlled affiliates) (together with Brookfield, the “Sponsor Group”) that by the terms of the Governance Agreement from time to time becomes a party thereto (the “Governance Agreement”).

Pursuant to the Governance Arrangements, the size of the board of directors of the Issuer was set at seven members, of whom four were designated by Orion US LP and three of whom are independent directors pursuant to Nasdaq’s independence standards (such directors, “independent directors”).  On October 16, 2017, Orion US LP designated Brian Lawson, Harry Goldgut, Richard Legault and Sachin Shah, each of whom is affiliated with Brookfield, to serve as the four directors of the Issuer appointed by Orion US LP.  At Orion US LP’s request, the Company appointed Mr. Mark “Mac” McFarland as one of the three initial independent directors of the Issuer.  Pursuant to the Governance Agreement, the board of directors established a new conflicts committee of the board of directors comprised of independent directors, which will consider, among other things, matters in which a conflict of interest exists between the Issuer, on the one hand, and Orion US LP and its affiliates, on the other hand. The board of directors also established a new nominating and corporate governance committee of the board of directors (the “Nominating Committee”) comprised of three directors, at least one of whom is a director designated by Orion US LP and at least one of whom is one of the three independent directors.  On October 16, 2017, Orion US LP designated Mr. Harry Goldgut to the Nominating Committee in accordance with the Governance Agreement.

For so long as the MSA is in effect and the Issuer qualifies for the “controlled company” exemption under applicable securities exchange rules, Orion US LP will be entitled to designate four of the seven directors to be recommended by the Nominating Committee to the board of directors for inclusion in the slate of director nominees recommended by the board of directors for election to the board of directors at future annual stockholder meetings, and three of the seven directors included in the slate of director nominees recommended by the board of directors for election to the board of directors at such future annual stockholder meetings will be independent directors.  For so long as the MSA is in effect and from and after the date on which the Issuer no longer qualifies for the “controlled company” exemption under applicable securities exchange rules, (i) three of the directors on the board of directors will be independent and will be designated to the board of directors for inclusion in the slate of board of directors-recommended nominees by a majority of the non-sponsor independent directors then in office after consulting and considering in good faith the views of the entire board of directors, (ii) in addition to the three directors required to be independent directors pursuant to the previous paragraph, any directors required by the rules and regulations of Nasdaq to be independent directors will be independent directors and will be designated by Orion US LP to the Nominating Committee for inclusion in the slate of board-recommended nominees; and (iii) the remaining directors will be designated by Orion US LP to the Nominating Committee for inclusion in the slate of board-recommended nominees.

From and after the date on which the MSA is no longer in effect, Orion US LP will be entitled to designate the following number of directors for inclusion in the slate of board of directors-recommended nominees for election at each such election meeting: (i) four directors if the Sponsor Group beneficially owns more than 50% of the issued and outstanding Class A Shares; (ii) three directors if the Sponsor Group beneficially owns at least 38% but less than or equal to 50% of the issued and outstanding Class A Shares; (iii) two directors if the Sponsor Group beneficially owns at least 26% but less than 38% of the issued and outstanding Class A Shares; and (iv) one director if the Sponsor Group beneficially owns at least 14% of the issued and outstanding Class A Shares.

While the Governance Agreement is in effect, members of the Sponsor Group will vote with respect to the election and removal of certain independent directors all voting securities of the Issuer that they beneficially own in the same proportion as the voting securities that are voted by the Issuer’s stockholders that are not members of the Sponsor Group.

Additionally, pursuant to the Governance Agreement, Orion US LP is entitled to designate to the board of directors for appointment the individuals to serve as the chief executive officer, chief financial officer and general counsel of the Issuer.  On October 16, 2016, Orion US LP designated John Stinebaugh, Matthew Berger and Andrea Rocheleau as the chief executive officer, chief financial officer and general counsel, respectively, of the Issuer.

The foregoing descriptions of the Governance Agreement, the Charter and the Bylaws do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Governance Agreement, the Charter and the Bylaws, respectively, which are attached hereto as Exhibits 99.11, 99.12 and 99.13, respectively, and incorporated herein by reference.

The Reporting Persons regularly review the Issuer’s business, performance, condition (financial or otherwise), results of operations, operations, competitive position, share price and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer.  The Reporting Persons regularly discuss such matters with the Issuer’s management and board of directors either directly or through board participation and may make suggestions concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, future plans of the Issuer and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer.  Such reviews, discussions and suggestions may involve, and the Reporting Persons may, and reserve the right to, formulate and actively participate in any plans or proposals to take, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the purchase or sale of Class A Shares or other financial instruments of or related to the Issuer, business combinations or other extraordinary corporate transactions, sales or purchases of material assets, changes in the board of directors or management of the Issuer, changes to the Issuer’s business or corporate structure, shared service agreements, collaborations, joint ventures and other business arrangements between or involving the Reporting Persons and the Issuer. In addition, the Reporting Persons may, and reserve the right to, change their intentions with respect to the Issuer’s business or corporate structure at any time, as they deem appropriate.

Pursuant to the Sponsorship Arrangements, the Reporting Persons will provide strategic and investment management services to the Issuer and its subsidiaries, have granted the Issuer a right of first offer in respect of a pipeline of certain wind and solar assets and have agreed that the Issuer will serve as the primary vehicle through which Brookfield will acquire operating solar and/or wind projects in North America and Western Europe.  In their capacities as Service Providers and in fulfillment of their obligations under the Relationship Agreement, the Reporting Persons may formulate and actively participate in plans or proposals relating to one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D, including, without limitation, analyzing, arranging and discussing with third parties potential acquisitions, dispositions and financing transactions involving the Issuer or its affiliates; sales of material assets by the Reporting Persons or their affiliates to the Issuer and its affiliates; material changes to the capitalization of the Issuer, including, without limitation, sales of equity securities of the Issuer to the Reporting Persons; and other purchases of material assets by the Issuer and its affiliates from third parties.

Other than as set forth in the Amended Schedule 13D, the Reporting Persons have no plans or proposals which relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans or proposals, subject to compliance with applicable laws).

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) of the Amended Schedule 13D are hereby amended and restated by deleting them in their entirety and substituting the following in lieu thereof:

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Amended Schedule 13D relates is 75,594,459 shares, constituting 51.00% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

If the Reporting Persons are deemed to be members of a “group,” within the meaning of the Act, such “group” shall be deemed to beneficially own 75,594,459 Class A Shares, which represents 51.00% of the Issuer’s outstanding Class A Shares.

(i) Orion US LP

(a)

As of October 16, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

Orion US LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(ii) Orion US GP

(a)

As of October 16, 2017, Orion US GP may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

Orion US GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(iii) BIF

(a)

As of October 16, 2017, BIF may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

(iv) BAMPIC Canada

(a)

As of October 16, 2017, BAMPIC Canada may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

(v) Brookfield Credit Opportunities LP

(a)

As of October 16, 2017, Brookfield Credit Opportunities LP may be deemed the beneficial owner of 0 Class A Shares of the Issuer, constituting a percentage of 0.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 0 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 0 Class A Shares of the Issuer

Brookfield Credit Opportunities GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(vi) Brookfield Credit Opportunities GP

(a)

As of October 16, 2017, Brookfield Credit Opportunities GP may be deemed the beneficial owner of 0 Class A Shares of the Issuer, constituting a percentage of 0.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 0 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 0 Class A Shares of the Issuer

Brookfield Credit Opportunities GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(vii) BAMPIC Credit

(a)

As of October 16, 2017, BAMPIC Credit may be deemed the beneficial owner of 0 Class A Shares of the Issuer, constituting a percentage of 0.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 0 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 0 Class A Shares of the Issuer

(viii) Brookfield

(a)

As of October 16, 2017, Brookfield may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

(ix) Partners

(a)

As of October 16, 2017, Partners may be deemed the beneficial owner of 75,594,459 Class A Shares of the Issuer, constituting a percentage of 51.00%

(b)

Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 75,594,459 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 75,594,459 Class A Shares of the Issuer

(c) On October 9, 2017, Brookfield Credit Opportunities LP sold 625,000 Class A Shares at a weighted average sale price of $12.95 per share.  The transactions were effected in the open market.  On October 16, 2017, pursuant to the Transaction Agreement and in connection with the consummation of the Merger, Orion US LP acquired 65,144,459 Class A Shares at a price of $9.52 per share.

(d) Several committed limited partner investors advised by BAMPIC Canada have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by Orion US LP.  No such committed limited partner investor has a right to receive dividends from, or the proceeds from the sale of, more than five percent of the Class A Shares.

(e) As a result of the transactions described in the first two sentences of Item 5(c) above, as of October 9, 2017, each of Brookfield Credit Opportunities LP, Brookfield Credit Opportunities GP and BAMPIC Credit ceased to be the beneficial owner of more than five percent of the Class A Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Amended Schedule 13D is hereby amended by adding the following:

The information set forth in Item 4 of this Amendment No. 11 is incorporated by reference into Item 6 of the Amended Schedule 13D.

Between May 17, 2017 and June 7, 2017, the Swap Agreement held by Brookfield Credit Opportunities LP with aggregate economic exposure to 175,000 notional underlying Class A Shares, which consisted of multiple individual swap transactions, expired and terminated by cash settlement in accordance with its terms.

On October 16, 2017, the Swap Agreement held by Orion US LP with aggregate economic exposure to 2,366,340 notional underlying Class A Shares, which consisted of multiple individual swap transactions, terminated and will be subject to cash settlement in accordance with its terms.

Except as described in this Amendment No. 11 and the Amended Schedule 13D, the Reporting Persons are not currently parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Item 7. Materials to Be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Keiji Hattori, Associate Vice President		NBF Hibiya Building 25F, 1-1-7 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011		Senior Vice President of Brookfield		Japan
Scott Peak, Manager		1200 Smith Street Suite 1200 Houston, TX 77002		Senior Vice President of Brookfield		U.S.A.
Ralph Klatzkin, Manager and Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice President of Brookfield		U.S.A.
Fred Day, Manager and Vice President		1200 Smith Street Suite 1200 Houston, TX 77002		Vice President of Brookfield		U.S.A.
Hadley Peer Marshall, Senior Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Senior Vice President of Brookfield		U.S.A.
Julian Deschatelets, Senior Vice President		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of Brookfield		Canada
Andrea Rocheleau, Senior Vice President		41 Victoria Street Gatineau, Québec J8X 2A1, Canada		Senior Vice President of Brookfield		Canada
William Fyfe, Assistant Secretary		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Legal Counsel of Brookfield		Canada

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Justin Beber, President		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Mark Srulowitz, Manager and Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Managing Partner of Brookfield		U.S.A.
Scott Peak, Manager and Senior Vice President		1200 Smith Street Suite 1200 Houston, TX 77002		Senior Vice President of Brookfield		U.S.A.
Keiji Hattori, Associate Vice President		NBF Hibiya Building 25F, 1-1-7 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011		Senior Vice President of Brookfield		Japan
Ralph Klatzkin, Manager and Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice President of Brookfield		U.S.A.
Fred Day, Manager and Vice President		1200 Smith Street Suite 1200 Houston, TX 77002		Vice President of Brookfield		U.S.A.

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada		President and Chief Executive Officer of General Electric Canada Company Inc.		Canada
Jeffrey M. Blidner, Senior Vice Chairman		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice Chairman of Brookfield		Canada
Angela F. Braly, Director		832 Alverna Drive, Indianapolis, Indiana 46260		President & Founder of The Braly Group, LLC		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		335 8th Avenue SW, Suite 1700, Calgary, Alberta T2P 1C9, Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
Maureen Kempston Darkes, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Corporate Director and former President, Latin America, Africa and Middle East of General Motors Corporation		Canada
Murilo Ferreira, Director		Rua General Venâncio Flores, 50 Cob. 01 Leblon, Rio De Janeiro — RJ 22441-090		Former Chief Executive Officer, Vale SA		Brazil
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada

Cyrus Madon, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group		Canada
Rafael Miranda, Director		C/Santiago de Compostela 100 28035 Madrid, Spain		Former Chief Executive Officer, Endesa S.A.		Spain
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Corporate Director and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil		Lebanon and Canada
Lord Augustine Thomas O’Donnell, Director		P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada		Chairman of Frontier Economics		United Kingdom

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
David W. Kerr, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman of Halmont Properties Corp.		Canada
Brian D. Lawson, Director and President		181 Bay Street, Brookfield Place, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
George E. Myhal, Director		181 Bay Street, Brookfield Place, Suite 210, Toronto, Ontario M5J 2T3, Canada		President and CEO of Partners Value Investments Inc.		Canada
Timothy R. Price, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman of Brookfield Funds		Canada
Tony E. Rubin, Treasurer		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Accountant		Canada
Lorretta Corso, Secretary		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Corporate Secretarial Administrator of Brookfield		Canada