Filing Details

---

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

TerraForm Global, Inc.

(Name of Issuer)

 

Common stock, Class A, $0.01 par value

(Title of Class of Securities)

 

88104M101

(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)

December 28, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

---

 

CUSIP No. 88104M101

 

1	NAMES OF REPORTING PERSONS
	BROOKFIELD INFRASTRUCTURE FUND III GP LLC
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
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			1
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1
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)
	100.0% (4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(4) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.

CUSIP No. 88104M101

 

1	NAMES OF REPORTING PERSONS
	ORION US GP LLC
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
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			1
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1
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)
	100.0% (5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(5) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.

(6) Orion US Holdings 1 L.P. disclaims beneficial ownership of any shares of Class A common stock of the Surviving Corporation, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.

 

(7) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.

CUSIP No. 88104M101

 

1	NAMES OF REPORTING PERSONS
	BROOKFIELD RENEWABLE PARTNERS L.P.
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
	BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			0 (9)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			0 (9)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 (9)
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)
	0.0% (10)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

(10) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.

 

CUSIP No. 88104M101

 

1	NAMES OF REPORTING PERSONS
	BREP HOLDING L.P.
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
	BERMUDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
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)
	0.0% (12)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No. 88104M101

 

1	NAMES OF REPORTING PERSONS
	BROOKFIELD BRP HOLDINGS (CANADA) INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☒   (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			0
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
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)
	0.0% (15)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

This Amendment No. 2 (the “Amendment No. 2”) 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 BRP Holdings (Canada) Inc., Brookfield Renewable Energy L.P., BREP Holding L.P., BRP Bermuda GP Limited, Brookfield Renewable Partners L.P., Brookfield Renewable Partners Limited, Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 30, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on December 21, 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 Global, Inc., a corporation organized under the laws of the state of Delaware.

This Amendment No. 2 hereby amends Item 1, Item 3, Item 4 and Item 5 of the Amended Schedule 13D as follows:

Item 1. Security and Issuer.

Item 1 of the Amended Schedule 13D is hereby amended by adding the following:

Item 4 of this Amendment No. 2 is incorporated herein by reference.

The class of equity securities to which this statement relates is the Surviving Corporation Class A Share.

Item 3. Source and Amounts of Funds or Other Consideration.

Item 3 of the Amended Schedule 13D is hereby amended by adding the following:

Item 4 of this Amendment No. 2 is incorporated herein by reference.

The Surviving Corporation Class A Share reported to be directly owned by Orion US LP was acquired in connection with the consummation of the Merger. In connection with the consummation of the Merger, an aggregate amount of $665,156,252.60 (the “Aggregate Consideration”) was paid by Orion US LP or the Issuer to holders of Class A Shares (other than Orion US LP, Merger Sub or any other direct or indirect wholly-owned subsidiary of Orion US LP), restricted stock awards and restricted stock units of the Issuer under the Issuer’s 2014 Long-Term Incentive Plan and Class B Units (as defined in the Merger Agreement), in each case outstanding as of immediately prior to the effective time of the Merger.

Of the Aggregate Consideration, $657,525,178.70 was funded from available liquidity of Orion US LP, which includes a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties. As capital is called from committed limited partner investors, such investment capital will be used to repay the revolving credit facility. The revolving credit facility has a stated maturity date of June 21, 2019, a total aggregate principal amount of $1,200,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.5%.

The remaining $7,631,073.90 of the Aggregate Consideration was funded from available liquidity of the Issuer.

Item 4. Purpose of Transaction.

Item 4 of the Amended Schedule 13D is hereby amended by adding the following:

 

 

	BROOKFIELD INFRASTRUCTURE FUND III GP LLC
	By:	/s/ Fred Day
		Name: Fred Day
		Title:   Vice President

 

	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., by its general partner, BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
	By:	/s/ James Rickert
		Name: James Rickert
		Title:   Vice President

 

	BROOKFIELD BRP HOLDINGS (CANADA) INC.
	By:	/s/ Andrea Rocheleau
		Name: Andrea Rocheleau
		Title:   Senior Vice President

 

	BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Secretary

 

	BRP BERMUDA GP LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Secretary

 

	BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Secretary

 

	BROOKFIELD RENEWABLE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title:   Secretary