Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

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. 88104R209

 

CUSIP No. 88104R209

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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, on June 11, 2018. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

 

 

CUSIP No. 88104R209

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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

CUSIP No. 88104R209

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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) 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, on June 11, 2018.  Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

This Amendment No. 17 (this “Amendment No. 17”) 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, Amendment No. 15 to the Original Schedule 13D filed on June 6, 2018 and Amendment No. 16 to the Original Schedule 13D, filed on June 12, 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 (the “Issuer”).

This Amendment No. 17 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;

(vi)

Brookfield BRP Holdings (Canada) Inc., a corporation formed under the laws of the Province of Ontario, Canada, (“BRPHC”), which is a wholly owned subsidiary of Brookfield and sole limited partner and indirect sole general partner of BBHC LP, with respect to Class A Shares of the Issuer held by Orion US LP and BBHC LP;

(vii)

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

(viii)

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.

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 99.20.

(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 BBHC LP is to invest in securities. 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 initially 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%.

The 29,878,048 Class A Shares initially acquired by BRPHC in the Brookfield Purchase (the “BRPHC Shares”) were subsequently contributed to BBHC LP on June 29, 2018 (the “Share Contribution”). In exchange for the BRPHC Shares, BRPHC received 100 limited partnership units of BBHC LP valued at $318,499,991.68 and BRPHC’s limited partner’s capital account was credited with $318,499,991.68.

Item 4. Purpose of Transaction.

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

On June 29, 2018, BRPHC, as limited partner, Orion Canadian AIV GP Inc., as general partner, and BBHC LP entered into a contribution agreement (the “Contribution Agreement”), pursuant to which BRPHC contributed the BRPHC Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68. BRPHC’s limited partner’s capital account was credited with $318,499,991.68. The foregoing description of the Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Contribution Agreement attached hereto as Exhibit 99.21 and incorporated by reference herein.

In connection with the Share Contribution, on June 29, 2018, BRPHC assigned to BBHC LP its rights under the Registration Rights Joinder, dated June 11, 2018, to the Registration Rights Agreement, dated October 16, 2017, between Orion US LP and the Issuer (the “Registration Rights Agreement”). Such assignment was made pursuant to a Registration Rights Assignment Agreement, dated June 29, 2018, by and among BRPHC, BBHC LP and the Issuer (the “Registration Rights Assignment Agreement”), pursuant to which BBHC LP 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 Assignment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Assignment Agreement attached hereto as Exhibit 99.22 and incorporated by reference herein.

On June 29, 2018, BBHC LP, BRPHC, Orion US LP and the Issuer also entered into a joinder (the “Governance Agreement Joinder”) to the Governance Agreement, dated October 16, 2017, between the Issuer and Orion US LP, as supplemented by the joinder dated June 11, 2018, between BRPHC, Orion US LP and the Issuer (as so supplemented, the “Governance Agreement”). Pursuant to the Governance Agreement Joinder, BBHC LP 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 99.23 and incorporated by reference herein.

Except as described in this Amendment No. 17 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 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 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 LP and BRPHC, respectively, in the Brookfield Purchase. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

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 Issuer’s outstanding Class A Shares.

(i) Orion US LP

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

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

 

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

Except as described in this Amendment No. 17 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.

June 29, 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 BRP HOLDINGS (CANADA) INC.
	By:	/s/ Jennifer Mazin
		Name:  Jennifer Mazin
		Title:    Senior Vice President and Secretary

SCHEDULE I

ORION US GP LLC

SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

 

SCHEDULE III

BROOKFIELD BRP HOLDINGS (CANADA) INC.

 

 

SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT, INC.

 

 

 

SCHEDULE V

PARTNERS LIMITED