0000950157-17-001442.txt : 20171017 0000950157-17-001442.hdr.sgml : 20171017 20171017213050 ACCESSION NUMBER: 0000950157-17-001442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171016 FILED AS OF DATE: 20171017 DATE AS OF CHANGE: 20171017 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: 171141671 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: 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: 171141670 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 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: 171141672 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 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: 171141667 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: 171141669 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: 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: 171141668 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 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 4 1 form4.xml X0306 4 2017-10-16 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 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 0001679131 Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true Common Stock, Class A, $0.01 par value 2017-10-16 4 J 0 65144459 9.52 A 75594459 I Owned by Orion US Holdings 1 L.P. Cash-settled total return swaps 9.26 2017-10-16 4 J 1 1 D Common Stock, Class A, $0.01 par value 2366340 0 I Position of Orion US Holdings 1 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 Asset Management Inc.; and (vi) 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. On October 16, 2017, pursuant to the Merger and Sponsorship Transaction Agreement, dated as of March 6, 2017 (the "Transaction Agreement"), by and among the Issuer, Orion US Holdings 1 L.P. and BRE TERP Holdings Inc. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of Orion US Holdings 1 L.P., Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger. Immediately following the consummation of the Merger, Orion US Holdings 1 L.P. held 51% of the shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Shares"). In connection with the consummation of the Merger, Orion US Holdings 1 L.P. acquired 65,144,459 Class A Shares at a price of $9.52 per share. Further, each holder of Class A Shares, restricted stock awards and restricted stock units of the Issuer outstanding immediately prior to the effective time of the Merger received a special cash dividend paid by the Issuer in the amount of $1.94 per Class A Share or restricted stock award held or Class A Share into which such restricted stock units were exchangeable. On October 16, 2017, the cash-settled total return swap agreement reported in Table II and held by Orion US Holdings 1 L.P., with aggregate economic exposure to 2,366,340 notional underlying Class A Shares, terminated and will be subject to cash settlement in accordance with its terms. A.J. Silber for Brookfield Asset Management Inc. 2017-10-17 James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc. 2017-10-17 Brian Lawson for Partners Limited 2017-10-17 Fred Day for Orion US GP LLC 2017-10-17 Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC 2017-10-17 Fred Day for Brookfield Infrastructure Fund III GP LLC 2017-10-17