Filing Details

Accession Number:
0000950157-18-000608
Form Type:
13D Filing
Publication Date:
2018-06-12 06:08:19
Filed By:
Brookfield Asset Management Inc.
Company:
Terraform Power Inc. (NASDAQ:TERP)
Filing Date:
2018-06-12
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BROOKFIELD ASSET MANAGEMENT INC 8 136,570,068 10 136,570,068 136,570,068 65.33%
PARTNERS LIMITED 8 136,570,068 10 136,570,068 136,570,068 65.33%
BROOKFIELD BRP HOLDINGS (CANADA) INC 8 136,570,068 10 136,570,068 136,570,068 65.33%
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA) 8 106,692,020 10 106,692,020 106,692,020 51.03%
BROOKFIELD INFRASTRUCTURE FUND III GP 8 106,692,020 10 106,692,020 106,692,020 51.03%
ORION US GP 8 106,692,020 10 106,692,020 106,692,020 51.03%
ORION US HOLDINGS 8 106,692,020 10 106,692,020 106,692,020 51.03%
Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*


TerraForm Power, Inc.
(Name of Issuer)
 
Common stock, Class A, $0.01 par value
(Title of Class of Securities)
 
88104R209
(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)
 
June 11, 2018
(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 persons 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. 88104R209

1
NAMES OF REPORTING PERSONS
   
BROOKFIELD ASSET MANAGEMENT INC.
   
   
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
   
136,570,068
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
136,570,068
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
136,570,068
   
   
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)
   
65.33%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
CO
   
   
 
(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.
 
 
CUSIP No. 88104R209

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
   
136,570,068
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
136,570,068
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
136,570,068
   
   
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)
   
65.33%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
CO
   
   

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.
 
CUSIP No. 88104R209

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)
   
BK
   
   
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
   
136,570,068
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
136,570,068
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
136,570,068
   
   
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)
   
65.33%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
CO
   
   

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.

 
CUSIP No. 88104R209

1
NAMES OF REPORTING PERSONS
   
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), 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
   
ONTARIO
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
     
   
8
SHARED VOTING POWER
   
106,692,020
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
106,692,020
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
106,692,020
   
   
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)
   
51.03%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.

 
CUSIP No. 88104R209

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
   
106,692,020
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
106,692,020
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
106,692,020
   
   
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)
   
51.03%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
OO
   
   

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.
 
CUSIP No. 88104R209

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
   
106,692,020
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
106,692,020
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
106,692,020
   
   
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)
   
51.03%(1)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
OO
   
   

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.
 
CUSIP No. 88104R209

1
NAMES OF REPORTING PERSONS
   
ORION US HOLDINGS 1 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)
   
BK
   
   
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
   
106,692,020(1)
   
   
9
SOLE DISPOSITIVE POWER
   
     
   
10
SHARED DISPOSITIVE POWER
   
106,692,020(1)
   
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
106,692,020(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)
   
51.03%(2)
   
   
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

(1) 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.

(2) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.

This Amendment No. 16 (this Amendment No. 16) 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 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, Amendment No. 10 to the Original Schedule 13D, filed on May 17, 2017, Amendment No. 11 to the Original Schedule 13D, filed on October 17, 2017, Amendment No. 12 to the Original Schedule 13D, filed on October 18, 2017, Amendment No. 13 to the Original Schedule 13D, filed on February 7, 2018, Amendment No. 14 to the Original Schedule 13D filed on May 29, 2018 and Amendment No. 15 to the Original Schedule 13D filed on June 6, 2018 (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. 16 hereby amends Items 2(a)-(b), 3, 4, 5(a)-(c), 6 and 7 of the Amended Schedule 13D as follows:

Item 2. Identity and Background

Item 2(a)-(b) of the Amended Schedule 13D is hereby amended and restated by deleting it in its 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):

 
(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;

 
(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 BRP Holdings (Canada) Inc., a corporation formed under the laws of the Province of Ontario, Canada, (“BRPHC”), with respect to Class A Shares of the Issuer directly owned by it and with respect to the Class A Shares of the Issuer held by Orion US LP;

 
(vi)
Brookfield Asset Management, Inc., a corporation formed under the laws of the Province of Ontario, Canada (Brookfield), which is the ultimate parent of BIF, BAMPIC Canada and BRPHC and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and

 
(vii)
Partners Limited, a corporation formed under the laws of the Province of Ontario, Canada (“Partners”). 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, IV and V 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, BRPHC, Brookfield and Partners, respectively, and the principal occupations and addresses of such directors and executive officers.
 
 
The Reporting Persons are making this single, joint filing because they are deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly is attached hereto as Exhibit 99.16.

(b) The principal business of Orion US LP is investing in securities. The principal business of Orion US GP is to serve as the direct general partner of Orion US LP. The principal business of BIF is to invest in infrastructure assets and it serves as the indirect general partner of Orion US LP. The principal business of BAMPIC Canada is to serve as investment advisor for a variety of private investment vehicles, including BIF. The principal business of BRPHC is that of a holding company. The principal business of Brookfield is to invest in and operate businesses in the real estate, renewable power, infrastructure and private equity sectors. The principal business of Partners is that of a holding company. The principal business address of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Amended Schedule 13D is hereby amended and restated by deleting it in its entirety and substituting the following in lieu thereof:

Of the Class A Shares reported to be beneficially owned by the Reporting Persons, 10,450,000 Class A Shares were acquired in the open market for an aggregate consideration of $93,219,263 (including brokerage commission), and 65,144,459 Class A Shares reported to be beneficially owned by the Reporting Persons were acquired in connection with the consummation of the Merger for an aggregate consideration of $620,175,250. The remaining 60,975,609 Class A Shares reported to be beneficially owned by the Reporting Persons were acquired in connection with the Brookfield Purchase for an aggregate consideration of $649,999,992. All such purchases of Class A Shares were funded from available liquidity, which includes (i) a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties (the “Orion Revolver”) and (ii) a revolving syndicated credit facility to which BRPHC and its affiliated entities are parties (the “BRPHC Revolver”). The Orion Revolver 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%. As capital is called from committed limited partner investors, such investment capital will be used to repay the Orion Revolver. The BRPHC Revolver has a stated maturity date of June 30, 2023, a total aggregate principal amount of $1,600,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.20%.

Item 4. Purpose of Transaction.

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

On June 11, 2018, pursuant to the Support Agreement, dated February 6, 2018, as amended by the Support Agreement Amendment, dated May 28, 2018 (as so amended, the “Support Agreement”), Orion US LP purchased an aggregate of 31,097,561 Class A Shares and BRPHC purchased an aggregate of 29,878,048 Class A Shares, in each case, at a price per share of $10.66 (the “Brookfield Purchase”), in connection with the Issuer’s exercise of the Back-Stop (as defined in the Support Agreement). The Brookfield Purchase was made pursuant to the Class A Common Stock Purchase Agreement, dated June 11, 2018, by and among BRPHC, Orion US LP and the Issuer, which is attached hereto as Exhibit 99.17 and incorporated by reference herein.

In connection with the Brookfield Purchase, on June 11, 2018, BRPHC, Orion US LP and the Issuer entered into a joinder (the “Registration Rights Joinder”) to the Registration Rights Agreement (the “Registration Rights Agreement”), dated October 16, 2017, between Orion US LP and the Issuer. Pursuant to the Registration Rights Joinder, BRPHC is subject to and bound by all the terms and conditions of the Registration Rights Agreement as a Holder (as defined in the Registration Rights Agreement). The foregoing description of the Registration Rights Joinder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Joinder attached hereto as Exhibit 99.18 and incorporated by reference herein.

On June 11, 2018, BRPHC, Orion US LP and the Issuer also entered into a joinder (the “Governance Agreement Joinder”) to the Governance Agreement (the “Governance Agreement”), dated October 16, 2017, between the Issuer and Orion US LP. Pursuant to the Governance Agreement Joinder, BRPHC is subject to and bound by all the terms and conditions of the Governance Agreement as a Sponsor Party (as defined in the Governance Agreement). The foregoing description of the Governance Agreement Joinder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Governance Agreement Joinder attached hereto as Exhibit 99.19 and incorporated by reference herein.
 
 
 
Except as described in this Amendment No. 16 and 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)-(c) 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 136,570,068 shares, constituting 65.33% of the Issuers 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 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, in the Brookfield Purchase, as discussed in Item 4 of this Amendment No. 16.

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 136,570,068 Class A Shares, which represents 65.33% of the Issuers outstanding Class A Shares.

(i) Orion US LP

 
(a)
As of June 11, 2018, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 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 June 11, 2018, Orion US GP may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 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 June 11, 2018, BIF may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer
 

 
 
(iv) BAMPIC Canada

 
(a)
As of June 11, 2018, BAMPIC Canada may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer

(v) BRPHC

 
(a)
As of June 11, 2018, BRPHC may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer

(viii) Brookfield

 
(a)
As of June 11, 2018, Brookfield may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer

(ix) Partners

 
(a)
As of June 11, 2018, Partners may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

 
(b)
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer

(c) On June 11, 2018, pursuant to the Support Agreement, Orion US LP acquired 31,097,561 Class A Shares and BRPHC acquired 29,878,048 Class A Shares, in each case at a price of $10.66 per share in the Brookfield Purchase.


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. 16 is incorporated by reference into Item 6 of the Amended Schedule 13D.

Except as described in this Amendment No. 16 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.
 
99.16
Joint Filing Agreement, dated June 11, 2018, by and among Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Partners Fund III GP LLC, Brookfield Asset Management Private Institutional Adviser (Canada), L.P., Brookfield BRP Holdings (Canada) Inc., Brookfield Asset Management Inc. and Partners Limited
99.17
Class A Common Stock Purchase Agreement, dated June 11, 2018, by and among Brookfield BRP Holdings (Canada) Inc., Orion US Holdings 1 L.P. and TerraForm Power, Inc.
99.18
Registration Rights Joinder, dated June 11, 2018, by and among Orion US Holdings 1 L.P., Brookfield BRP Holdings (Canada) Inc. and TerraForm Power, Inc.
99.19
Joinder Agreement, dated June 11, 2018, by and among Orion US Holdings 1 L.P., Brookfield BRP Holdings (Canada) Inc. and TerraForm Power, Inc.
 

 
 

 
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.


June 12, 2018


 
ORION US HOLDINGS 1 L.P.
by its general partner
ORION US GP LLC
 
       
 
By:
/s/ Fred Day  
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
ORION US GP LLC
 
       
 
By:
/s/ Fred Day   
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
 
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: Senior Vice President
 
       

 
BROOKFIELD BRP HOLDINGS
(CANADA) INC.
 
       
 
By:
/s/ Jennifer Mazin  
   
Name: Jennifer Mazin
 
   
Title: Senior Vice President and Secretary
 
       


 
BROOKFIELD ASSET MANAGEMENT INC.
 
       
 
By:
/s/ A.J. Silber   
   
Name: A.J. Silber
 
   
Title: Vice-President, Legal Affairs
 
       


 
PARTNERS LIMITED
 
       
 
By:
/s/ Brian D. Lawson   
   
Name: Brian D. Lawson
 
   
Title: President
 
       



 
SCHEDULE I

ORION US GP LLC

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
Managing Director 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
Managing Director of Brookfield
U.S.A.
       
Julian Deschatelets,
Senior Vice President
181 Bay Street,
Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Managing Director of Brookfield
Canada
       
Andrea Rocheleau,
Senior Vice President
41 Victoria Street
Gatineau, Québec
J8X 2A1, Canada
Managing Director of Brookfield
Canada
       
William Fyfe,
Assistant Secretary
181 Bay Street,
Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Vice President of Brookfield  Canada


 
SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

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
Senior 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
1200 Smith Street
Suite 1200
Houston, TX 77002
Managing Director 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.



 
SCHEDULE III

BROOKFIELD BRP HOLDINGS (CANADA) INC.

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or Employment
Citizenship
Edward Kress, Director and Chairman
51 Yonge St, Suite 400
Toronto, Ontario
M5E 1J1, Canada
Corporate Director
 Canada
       
David Mann, Director
50 McCurdy Drive
Chester, Nova Scotia
B0J 1J0, Canada
Corporate Director
 Canada
       
John Van Egmond, Director
6900 N. Ozona Drive
Tucson, AZ 85718
Financial Consultant, Ozona Corporation
 U.S.A.
       
Harry Goldgut, Vice Chairman
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Vice Chairman, Infrastructure and Power
 Canada
       
Richard Legault, Vice Chairman
41 Victoria Street
Gatineau, Quebec
J8X 2A1, Canada
Executive Chairman, Renewable Power
 Canada
       
Sachin Shah, Chief Executive Officer
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
 Canada
       
Wyatt Hartley, Chief Financial Officer
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Managing Director of Brookfield
 Canada
       
Jennifer Mazin, Senior Vice President & Secretary
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Managing Partner of Brookfield
 Canada
       



 
SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT, INC.

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, Director and 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
10 Avoca Avenue
Unit 1904
Toronto, Ontario
M4T 2B7, Canada
Corporate Director of Brookfield and former President, Latin America, Africa and Middle East of General Motors Corporation
Canada
       
Murilo Ferreira, Director
Rua General
Venãncio Flores
50 Cob. 01
Leblon, Rio de Janiero-
RJ 22441-090 
 Corporate Director 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
       
Robert J. Harding, Director
181 Bay Street,
Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Past Chairman of Brookfield
Canada
       
David W. Kerr, Director
c/o 51 Yonge Street,
Suite 400,
Toronto, Ontario
M5E 1J1, Canada
Chairman of Halmont Properties Corp.
Canada
       
Brian W. Kingston, Senior Managing Partner
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
       
Brian D. Lawson, Senior Managing
Partner and Chief Financial
Officer
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner and
Chief Financial Officer of Brookfield
Canada
 

 
 
Name and Position of
Officer or Director
Principal Business
Address 
Principal Occupation or Employment
Citizenship
Philip B. Lind, Director
Rogers Communications Inc.,
333 Bloor Street East,
10th Floor,
Toronto, Ontario
M4W 1G9, Canada
Co-Founder, Vice Chairman and Director of Rogers Communications Inc.
 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
 
 
 
 
Youssef A. Nasr, Director
P.O. Box 16 5927,
Beirut, Lebanon
Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil
 Lebanon and U.S.A.
 
 
 
 
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 and Strategic Advisor of TD Bank Group
 United Kingdom
 
 
 
 
Samuel J.B. Pollock, Senior Managing Partner
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
 
 Canada
 
 
 
 
Ngee Huat Seek, Director
168 Robinson Road
#37 - 01 Capital Tower
Singapore 068912
Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation
 Singapore
 
 
 
 
Diana L. Taylor, Director
Solera Capital L.L.C
625 Madison Avenue,
3rd Floor
New York, N.Y. 10022
Vice Chair of Solera Capital LLC
 U.S.A
 
 
 
 
George S. Taylor, Director
R.R. #3, 4675 Line 3,
St. Marys, Ontario
N4X 1C6, Canada
Corporate Director of Brookfield
 Canada
 
 
 
 
A.J. Silber, Vice-President, Legal Affairs
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada
Vice-President, Legal Affairs of Brookfield
 Canada
 
 
 
SCHEDULE V

PARTNERS LIMITED

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
Brookfield Asset Management, Inc.,
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
Partners Value Fund Inc.,
181 Bay Street,
Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
Director of Partners Limited
Canada
       
Timothy R. Price, Director
51 Yonge Street,
Suite 400
Toronto, Ontario
M5E 1J1, Canada
Chairman, Brookfield Funds
Canada
       
Lorretta Corso, Secretary
Brookfield Asset Management, Inc.,
181 Bay Street,
Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
Corporate Secretarial Administrator, Brookfield
Canada