Page 5 of 11 – SEC Filing SCHEDULE 13D CUSIP No: 88104M101 Page 5 of 11 Pages
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $0.01 per share (the “Shares”), of TerraForm Global, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland, 20814. Item 2. Identity and Background
(a–c, f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): (i) Knighthead Capital Management, LLC (“Knighthead”);
(ii) Mr. Thomas A. Wagner (“Mr. Wagner”); and
(iii) Mr. Ara D. Cohen (“Mr. Cohen”).
This Schedule 13D relates to the Shares held for the account of Knighthead Master Fund, LP, Knighthead (NY) Fund, LP, and Knighthead Annuity & Life Assurance Company, for which Knighthead serves as investment manager or adviser (the “Knighthead Funds”). Each of Mr. Wagner and Mr. Cohen are managing members and co-owners of Knighthead. The business address of each of the Reporting Persons is 1140 Avenue of the Americas, 12th Floor, New York, NY 10036. Knighthead is a Delaware limited liability corporation. Each of Mr. Wagner and Mr. Cohen are citizens of the United States. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration
The purchases of Shares reported herein were made using funds from the working capital of the Knighthead Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. A total of approximately $27,756,500 (excluding brokerage commissions) was paid to acquire the Shares reported in this Schedule 13D. Item 4. Purpose of Transaction
The Reporting Persons acquired beneficial ownership of the Shares for investment purposes because they believed the Shares represented an attractive investment opportunity. Consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Issuer’s board of directors (the “Board”) regarding the Issuer, including but not limited to its operations, governance and control. Follow Terraform Global Inc.
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SCHEDULE 13D
| CUSIP No: 88104M101 | Page 5 of 11 Pages |
| Item 1. | Security and Issuer |
This statement relates to the Class A Common Stock, par value $0.01 per share (the “Shares”), of TerraForm Global, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland, 20814.
| Item 2. | Identity and Background |
(a–c, f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | Knighthead Capital Management, LLC (“Knighthead”); |
| (ii) | Mr. Thomas A. Wagner (“Mr. Wagner”); and |
| (iii) | Mr. Ara D. Cohen (“Mr. Cohen”). |
This Schedule 13D relates to the Shares held for the account of Knighthead Master Fund, LP, Knighthead (NY) Fund, LP, and Knighthead Annuity & Life Assurance Company, for which Knighthead serves as investment manager or adviser (the “Knighthead Funds”). Each of Mr. Wagner and Mr. Cohen are managing members and co-owners of Knighthead.
The business address of each of the Reporting Persons is 1140 Avenue of the Americas, 12th Floor, New York, NY 10036.
Knighthead is a Delaware limited liability corporation. Each of Mr. Wagner and Mr. Cohen are citizens of the United States.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
The purchases of Shares reported herein were made using funds from the working capital of the Knighthead Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. A total of approximately $27,756,500 (excluding brokerage commissions) was paid to acquire the Shares reported in this Schedule 13D.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Shares for investment purposes because they believed the Shares represented an attractive investment opportunity. Consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Issuer’s board of directors (the “Board”) regarding the Issuer, including but not limited to its operations, governance and control.
Follow Terraform Global Inc.
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