Page 9 of 16 – SEC Filing This Amendment No. 6 (this “Amendment
No. 6”) 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”) and Amendment No. 5, filed May 13, 2016 (“Amendment
No. 5”), 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 and Amendment No. 5 is referred
to herein as the “prior Schedule 13D”; and the prior Schedule 13D, as amended and supplemented by this Amendment No.
6, is referred to herein as “this Schedule 13D.”
This Amendment No. 6 is being filed to disclose
the formation of a “group” within the meaning of the Act with Brookfield Asset Management Inc. (“Brookfield”)
with respect to the Class A Common Stock of the Issuer. The Reporting Persons and Brookfield are individually filing pursuant
to Rule 13d-1(k) under the Exchange Act to report the formation of a “group” within the meaning of the Act.
This Amendment No. 6 hereby amends Item 4, Item 5, Item 6 and Item
7 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:
The description
of the Letter Agreement (as defined in Item 6 below) attached as Exhibit G hereto set forth in Item 6 is incorporated into
this Item 4 by reference.
ITEM 5. Interest in Securities of
the Issuer.
Item 5 of the prior Schedule
13D is hereby amended by adding the following:
The information set forth
in subparagraphs (a), (b) and (c) does not include the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned
by Brookfield as set forth in the Schedule 13D filed by Brookfield with the SEC on June 29, 2016. As described in Item 6 of this
Schedule 13D, ALP and Brookfield have entered into the Letter Agreement and formed a “group” within the meaning of
the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer, representing
21.67% of such class. As further described in Item 6 of this Schedule 13D, ALP and Brookfield jointly have aggregate economic exposure
to 34.4% of the Class A Common Stock, consisting of 19,783,708 shares of Class A Common Stock, which are beneficially owned by
the group formed in connection with the Letter Agreement, and economic exposure to 11,578,080 shares of Class A Common Stock under
the Swap Agreements described in Item 6 of Brookfield’s Schedule 13D filed with the SEC on June 29, 2016.
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This Amendment No. 6 (this “Amendment
No. 6”) 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”) and Amendment No. 5, filed May 13, 2016 (“Amendment
No. 5”), 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 and Amendment No. 5 is referred
to herein as the “prior Schedule 13D”; and the prior Schedule 13D, as amended and supplemented by this Amendment No.
6, is referred to herein as “this Schedule 13D.”
This Amendment No. 6 is being filed to disclose
the formation of a “group” within the meaning of the Act with Brookfield Asset Management Inc. (“Brookfield”)
with respect to the Class A Common Stock of the Issuer. The Reporting Persons and Brookfield are individually filing pursuant
to Rule 13d-1(k) under the Exchange Act to report the formation of a “group” within the meaning of the Act.
This Amendment No. 6 hereby amends Item 4, Item 5, Item 6 and Item
7 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:
The description
of the Letter Agreement (as defined in Item 6 below) attached as Exhibit G hereto set forth in Item 6 is incorporated into
this Item 4 by reference.
ITEM 5. Interest in Securities of
the Issuer.
Item 5 of the prior Schedule
13D is hereby amended by adding the following:
The information set forth
in subparagraphs (a), (b) and (c) does not include the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned
by Brookfield as set forth in the Schedule 13D filed by Brookfield with the SEC on June 29, 2016. As described in Item 6 of this
Schedule 13D, ALP and Brookfield have entered into the Letter Agreement and formed a “group” within the meaning of
the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer, representing
21.67% of such class. As further described in Item 6 of this Schedule 13D, ALP and Brookfield jointly have aggregate economic exposure
to 34.4% of the Class A Common Stock, consisting of 19,783,708 shares of Class A Common Stock, which are beneficially owned by
the group formed in connection with the Letter Agreement, and economic exposure to 11,578,080 shares of Class A Common Stock under
the Swap Agreements described in Item 6 of Brookfield’s Schedule 13D filed with the SEC on June 29, 2016.
