0000905718-16-001391.txt : 20160513 0000905718-16-001391.hdr.sgml : 20160513 20160513161517 ACCESSION NUMBER: 0000905718-16-001391 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 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: 161648547 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_13dam5may132016.htm AMENDMENT NO. 5

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. 5 )*

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)

May 5, 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): 4.08%⁽¹⁾
14		TYPE OF REPORTING PERSON: PN

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

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): 5.46%⁽¹⁾
14		TYPE OF REPORTING PERSON: CO

⁽¹⁾ The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

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): 9.54%⁽¹⁾
14		TYPE OF REPORTING PERSON: PN

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): 9.54%⁽¹⁾
14		TYPE OF REPORTING PERSON: CO

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): 4.8%⁽¹⁾
14		TYPE OF REPORTING PERSON: PN

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): 4.08%⁽¹⁾
14		TYPE OF REPORTING PERSON: CO

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): 9.54%⁽¹⁾
14		TYPE OF REPORTING PERSON: IN

This Amendment No. 5 to Schedule 13D (this “Amendment”) is being filed to update the Schedule 13D filed on April 1, 2016. The Reporting Persons filed a Schedule 13D on April 1, 2016, based on the outstanding number of shares of Class A Common Stock 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. As of May 5, 2016, the Issuer had not publicly updated its outstanding number of shares of Class A Common Stock, since that prior Form 10-Q filing. However, the Issuer’s controlling shareholder, SunEdison, Inc., was aware of and was party to the December 29, 2015 transaction which resulted in, the increase in the number of the Issuer’s outstanding shares of the Class A Common Stock, and SunEdison, Inc. disclosed the increased share number in its bankruptcy filing on April 21, 2016.

As of the date of this Amendment, the Issuer still has not filed any periodic report disclosing the increased number of shares of its Class A Common Stock. On May 5, 2016, representatives of the Issuer informed the Reporting Persons in a telephonic conversation that as of January 29, 2016, it had 92,194,966 shares of Class A Common Stock outstanding, and that as of April 21, 2016, it had 91,280,208 shares of Class A Common Stock outstanding. Accordingly, the Reporting Persons are filing this Amendment to report a decrease in their percentage ownership (but not a change of beneficial ownership) of the Class A Common Stock resulting solely from a previously unreported increase in the number of outstanding shares of Class A Common Stock. Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D.

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 May 5, 2016: (i) AILP owns 3,724,799 shares of Class A Common Stock, representing approximately 4.08% 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 5.46% 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 5. Interest in Securities of the Issuer.

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

All percentages set forth in this Schedule 13D are based on a total of 91,280,208 shares of Class A Common Stock of the Issuer outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 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: May 13, 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