0000905718-16-001275.txt : 20160401 0000905718-16-001275.hdr.sgml : 20160401 20160331174340 ACCESSION NUMBER: 0000905718-16-001275 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160401 DATE AS OF CHANGE: 20160331 GROUP MEMBERS: APPALOOSA CAPITAL INC. GROUP MEMBERS: APPALOOSA LP GROUP MEMBERS: APPALOOSA MANAGEMENT L.P. GROUP MEMBERS: APPALOOSA PARTNERS INC. GROUP MEMBERS: DAVID A. TEPPER GROUP MEMBERS: PALOMINO MASTER LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TerraForm Power, Inc. CENTRAL INDEX KEY: 0001599947 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 464780940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88245 FILM NUMBER: 161544322 BUSINESS ADDRESS: STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 762-7700 MAIL ADDRESS: STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON YIELDCO, INC. DATE OF NAME CHANGE: 20140212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I CENTRAL INDEX KEY: 0001485034 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: APPALOOSA LP STREET 2: 51 JOHN F. KENNEDY PARKWAY, 2ND FL. CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 973-701-7000 MAIL ADDRESS: STREET 1: APPALOOSA LP STREET 2: 51 JOHN F. KENNEDY PARKWAY, 2ND FL. CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13D/A 1 terraform_13dam4mar312016.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

_________________________

 

SCHEDULE 13D (Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  4  )*

 

TERRAFORM POWER, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
88104R100
(CUSIP Number)
 

 

Ken Maiman

Appaloosa LP

51 John F. Kennedy Parkway, 2nd Floor

Short Hills, New Jersey 07078

Tel. No.: (973) 701-7000

  

with a copy to:

Lawrence M. Rolnick, Esq.

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 17th Floor

New York, New York 10020

  

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
March 29, 2016
(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. [   ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 
 

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Appaloosa Investment Limited Partnership I  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
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 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)  
14 TYPE OF REPORTING PERSON:   PN  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

 

 
 

  

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Palomino Master Ltd.  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    British Virgin Islands
 
  NUMBER OF 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 4,983,909  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 4,983,909  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    4,983,909  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    6.23%(1)  
14 TYPE OF REPORTING PERSON:   CO  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

 

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Appaloosa LP  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
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 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)  
14 TYPE OF REPORTING PERSON:   PN  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

  

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Appaloosa Capital Inc.  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
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 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)  
14 TYPE OF REPORTING PERSON:   CO  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

  

 

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Appaloosa Management L.P.  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
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 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)  
14 TYPE OF REPORTING PERSON:   PN  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

 

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  Appaloosa Partners Inc.  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
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 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 3,724,799  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 3,724,799  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    3,724,799  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    4.65%(1)  
14 TYPE OF REPORTING PERSON:   CO  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015. 

 

 

CUSIP No.   88104R100
1 NAMES OF REPORTING PERSONS.  
  David A. Tepper  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  [    ]  
  (b)  [    ]  
3 SEC USE ONLY
4 SOURCE OF FUNDS:    WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):   [     ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:    United States of America
 
  NUMBER OF 7 SOLE VOTING POWER:    
  SHARES BENEFICIALLY 8 SHARED VOTING POWER: 8,708,708  
  OWNED BY        
  EACH REPORTING 9 SOLE DISPOSITIVE POWER:    
  PERSON WITH 10 SHARED DISPOSITIVE POWER: 8,708,708  
       
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:    8,708,708  
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   [     ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):    10.88%(1)  
14 TYPE OF REPORTING PERSON:   IN  
               

 

(1) The percentage set forth in Row 13 of this Cover Page is based on the 80,033,122 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2015, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015. 

 

 
 

 

ITEM 3.     Source and Amount of Funds or Other Consideration.

 

Item 3 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

As of March 29, 2016: (i) AILP owns 3,724,799 shares of Class A Common Stock, representing approximately 4.65% of the issued and outstanding shares of Class A Common Stock as of that date, which were acquired with the working capital of AILP; and (ii) Palomino Master owns 4,983,909 shares of Class A Common Stock, representing approximately 6.23% of the issued and outstanding shares of Class A Common Stock as of that date, which were acquired with the working capital of Palomino Master.

 

 

 ITEM 4.     Purpose of the Transaction.

 

Item 4 of the prior Schedule 13D is hereby amended by adding the following after the sixth paragraph thereof:

 

In lieu of continuing to press the Revised Demand, on January 12, 2016, AILP filed a shareholder derivative action on behalf of the Issuer against SUNE and numerous individuals in the Delaware Court of Chancery alleging breach of fiduciary duty and related causes of action. Following expedited discovery and preliminary injunction proceedings, on March 22, 2016, AILP filed an amended complaint in such action (the "Amended Complaint") under seal. The Amended Complaint seeks numerous corporate governance reforms, including (i) removal of the current members of the Issuer’s Corporate Governance and Conflicts Committee and replacement with persons elected by the Issuer’s public stockholders, (ii) removal of the Issuer’s chief executive officer, (iii) appointment to the Board of a monitor or director to represent the interests of the Issuer’s public stockholders, and (iv) additional related relief.  The litigation remains ongoing.  AILP may seek to further amend the Amended Complaint as the facts develop, and also may seek further changes to the Issuer’s corporate governance and management.   

 

 

ITEM 5.     Interest in Securities of the Issuer.

 

Subparagraph (c) of Item 5 of the prior Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

(c) Information concerning transactions in the Class A Common Stock effected by the Reporting Persons since January 8, 2016 is set forth in Schedule 1 hereto and is incorporated herein by reference.

 

  

ITEM 7.     Materials to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibits:

   

Schedule 1 Transactions of the Reporting Persons Effected from January 8, 2015 through and including March 29, 2016.
   

 

 

 

 

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.

 

Dated: March 31, 2016

APPALOOSA INVESTMENT LIMITED PARTNERSHIP I

 

By: APPALOOSA LP,

Its Investment Adviser

 

By: APPALOOSA CAPITAL INC.,

Its General Partner

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
     
 

 

PALOMINO MASTER LTD.

 

By: APPALOOSA LP,

Its Investment Adviser

 

By: APPALOOSA CAPITAL INC.,

Its General Partner

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
     
 

 

APPALOOSA LP

 

By: APPALOOSA CAPITAL INC.,

Its General Partner

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
     
 

 

APPALOOSA CAPITAL INC.

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
 
           

 

 
 

 

 

 

APPALOOSA MANAGEMENT L.P.

 

By: APPALOOSA PARTNERS INC.,

Its General Partner

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
 
 

 

APPALOOSA PARTNERS INC.

 

  
  By:

/s/ David A. Tepper

  
    Name:  David A. Tepper  
    Title:  President  
           

 

     
 

/s/ David A. Tepper 

  
David A. Tepper

    

 

 

 
 

 

 

 

SCHEDULE 1

Transactions of the Reporting Persons Effected from January 8, 2016
through and including March 29, 2016

Person Date Security Amount of Shares Bought (Sold) Price per Share
(excl. commissions)		 Type of Transaction
AILP 3/16/2016 Class A common stock 35,759   9.6018 Ordinary Brokerage Transaction
AILP 3/23/2016 Class A common stock 16,300   8.7175 Ordinary Brokerage Transaction
AILP 3/24/2016 Class A common stock 41,650   8.3687 Ordinary Brokerage Transaction
AILP 3/28/2016 Class A common stock 36,010   8.4763 Ordinary Brokerage Transaction
AILP 3/29/2016 Class A common stock 42,297   7.9002 Ordinary Brokerage Transaction
AILP 3/29/2016 Class A common stock 306,502   8.1666 Ordinary Brokerage Transaction
Palomino 3/16/2016 Class A common stock 47,094   9.6018 Ordinary Brokerage Transaction
Palomino 3/23/2016 Class A common stock 21,467   8.7175 Ordinary Brokerage Transaction
Palomino 3/24/2016 Class A common stock 54,851   8.3687 Ordinary Brokerage Transaction
Palomino 3/28/2016 Class A common stock 47,424   8.4763 Ordinary Brokerage Transaction
Palomino 3/29/2016 Class A common stock 55,703   7.9002 Ordinary Brokerage Transaction
Palomino 3/29/2016 Class A common stock 403,651   8.1666 Ordinary Brokerage Transaction