0000950157-17-000668.txt : 20170517
0000950157-17-000668.hdr.sgml : 20170517
20170517171439
ACCESSION NUMBER: 0000950157-17-000668
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170516
FILED AS OF DATE: 20170517
DATE AS OF CHANGE: 20170517
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Infrastructure Fund III GP LLC
CENTRAL INDEX KEY: 0001679131
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852599
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Credit Opportunities Master Fund, L.P.
CENTRAL INDEX KEY: 0001679043
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852600
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORION US GP LLC
CENTRAL INDEX KEY: 0001679041
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852603
BUSINESS ADDRESS:
STREET 1: 2711 CENTERVILLE ROAD, SUITE 400
CITY: WILMINGTON
STATE: DE
ZIP: 19808
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852604
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
CENTRAL INDEX KEY: 0001504716
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852606
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
CENTRAL INDEX KEY: 0001621735
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852605
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-2549
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORION US HOLDINGS 1 L.P.
CENTRAL INDEX KEY: 0001679040
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852602
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852607
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Credit Opportunities Fund GP, LLC
CENTRAL INDEX KEY: 0001679042
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 17852601
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
4
1
form4.xml
X0306
4
2017-05-16
0001599947
TerraForm Power, Inc.
TERP
0001001085
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001504716
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001621735
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001540229
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679041
ORION US GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679040
ORION US HOLDINGS 1 L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679042
Brookfield Credit Opportunities Fund GP, LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679043
Brookfield Credit Opportunities Master Fund, L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679131
Brookfield Infrastructure Fund III GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
Cash-settled total return swaps
9.27
2017-05-16
4
J
1
1
D
2017-05-17
Common Stock, Class A, $0.01 par value
2366340
0
I
Position of Orion US Holdings 1 L.P.
Cash-settled total return swaps
9.27
2017-05-16
4
J
1
1
A
Common Stock, Class A, $0.01 par value
2366340
1
I
Position of Orion US Holdings 1 L.P.
Cash-settled total return swaps
9.1
2017-05-17
4
H
1
1
D
2017-05-17
Common Stock, Class A, $0.01 par value
25000
0
I
Position of Brookfield Credit Opportunities Master Fund, L.P.
Cash-settled total return swaps
9.1
2017-06-07
Common Stock, Class A, $0.01 par value
150000
1
I
Position of Brookfield Credit Opportunities Master Fund, L.P.
This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
The following Reporting Persons may be deemed to beneficially own securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
On May 16, 2017, the cash-settled total return swap agreement ("Swap I") reported in Table II, with aggregate economic exposure to 2,366,340 notional underlying shares of Class A common stock, par value $0.01 per share, of the Issuer (each, a "Class A Share") and held by Orion US Holdings 1 L.P. was amended, which may be deemed to have resulted in the simultaneous cancellation of Swap I and entry into a new cash-settled total return swap ("New Swap I") on substantially the same terms and conditions as those for Swap I, other than the expiration date, which, for purposes of New Swap I, would be the earlier of (i) the date on which the Effective Time (as defined in the Merger and Sponsorship Transaction Agreement, dated March 6, 2017, by and among the Issuer, Orion US Holdings 1 L.P. and BRE TERP Holdings Inc.) occurs or (ii) a range of expiration dates of March 26, 2018 through March 29, 2018. Swap I previously had a range of expiration dates of May 17, 2017 to May 22, 2017.
The reporting of the transactions described in footnote 5 above on this Form 4 is not to be construed as an admission by any Reporting Person that the amendment of Swap I as described above resulted in the cancellation of Swap I and entry into New Swap I.
On May 17, 2017, the cash-settled total return swap agreement reported in Table II, with aggregate economic exposure to 175,000 notional underlying Class A Shares and held by Brookfield Credit Opportunities Master Fund, L.P. ("Swap II"), under which the relevant Reporting Persons have entered into multiple individual swap transactions, expired and terminated by cash-settlement with respect to an aggregate of 25,000 notional underlying Class A Shares. Under Swap II, the Reporting Persons have a remaining aggregate economic exposure to 150,000 notional underlying Class A Shares, with an expiration date of June 7, 2017.
Table II describes the position of the relevant Reporting Persons under each of New Swap I and Swap II, under each of which the relevant Reporting Persons have entered into multiple individual swap transactions, including the aggregate economic exposure based on the number of underlying shares of the Issuer, weighted average unit cost per underlying share and the earliest expiration date.
New Swap I and Swap II do not provide the Reporting Persons with any voting or dispositive power over any shares held by the counterparties and do not require the counterparties thereto to acquire, hold, vote or dispose of any shares of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Class A Shares that may be referenced in New Swap I or Swap II or any other securities that may be held from time to time by the counterparties to New Swap I and Swap II.
/s/ A.J. Silber for Brookfield Asset Management Inc.
2017-05-17
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
2017-05-17
/s/ Anthony Bavaro for Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
2017-05-17
/s/ Brian Lawson for Partners Limited
2017-05-17
/s/ Fred Day for Orion US GP LLC
2017-05-17
/s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC
2017-05-17
/s/ Anthony Bavaro for Brookfield Credit Opportunities Fund GP, LLC
2017-05-17
/s/ Anthony Bavaro for Brookfield Credit Opportunities Master Fund, L.P. by its general partner
2017-05-17
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC
2017-05-17