0000950157-17-001645.txt : 20171228 0000950157-17-001645.hdr.sgml : 20171228 20171228214942 ACCESSION NUMBER: 0000950157-17-001645 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171228 FILED AS OF DATE: 20171228 DATE AS OF CHANGE: 20171228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield BRP Holdings (Canada) Inc. CENTRAL INDEX KEY: 0001533231 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279699 BUSINESS ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-3369 MAIL ADDRESS: STREET 1: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 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: 001-37528 FILM NUMBER: 171279700 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: BREP Holding L.P. CENTRAL INDEX KEY: 0001708525 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279697 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Renewable Energy L.P. CENTRAL INDEX KEY: 0001533233 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279694 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Renewable Partners Ltd CENTRAL INDEX KEY: 0001708524 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279695 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRP Bermuda GP Ltd CENTRAL INDEX KEY: 0001708526 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279696 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Renewable Partners L.P. CENTRAL INDEX KEY: 0001533232 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37528 FILM NUMBER: 171279698 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 FORMER NAME: FORMER CONFORMED NAME: Brookfield Renewable Energy Partners L.P. DATE OF NAME CHANGE: 20111021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TERRAFORM GLOBAL, INC. CENTRAL INDEX KEY: 0001620702 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 471919173 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 EMERGING MARKETS YIELD, INC. DATE OF NAME CHANGE: 20140926 4 1 form4.xml X0306 4 2017-12-28 0001620702 TERRAFORM GLOBAL, INC. GLBL 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001533231 Brookfield BRP Holdings (Canada) Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001533232 Brookfield Renewable Partners L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001708525 BREP Holding L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001708526 BRP Bermuda GP Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001708524 Brookfield Renewable Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001533233 Brookfield Renewable Energy L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true Common Stock, Class A, $0.01 par value 2017-12-28 4 J 0 19535004 0 D 0 I Held by Orion US Holdings 1 L.P. Common Stock, Class A, $0.01 par value 2017-12-28 4 U 0 1000 5.1 D 0 I Held by Brookfield BRP Holdings (Canada) Inc. Common Stock, Class A, $0.01 par value 2017-12-28 4 J 0 1 A 1 I Held by Orion US Holdings 1 L.P. For the reasons discussed in the Remarks below, this and a separate Form 4 filed today are 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 BRP Holdings (Canada) Inc.; (vi) Brookfield Renewable Energy L.P.; (vii) Brookfield Renewable Partners L.P.; (viii) Brookfield Renewable Partners Limited; (ix) BREP Holding L.P.; (x) BRP Bermuda GP Limited; (xi) Brookfield Asset Management Inc.; and (xii) Partners Limited. The Reporting Persons are making these joint filings because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each Reporting Person states that neither the filing of these statements nor anything herein or therein 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 these statements. Orion US Holdings 1 L.P., Brookfield Renewable Partners L.P. and Brookfield Renewable Energy L.P. each disclaims beneficial ownership of all the securities covered by these statements, including any securities that may be deemed to be beneficially owned by any other Reporting Person. Each other Reporting Person disclaims beneficial ownership of the securities covered by these statements, 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 the securities held by Brookfield BRP Holdings (Canada) Inc.: Brookfield Renewable Energy L.P., as the parent of Brookfield BRP Holdings (Canada) Inc.; Brookfield Renewable Partners L.P., as parent of Brookfield Renewable Energy L.P.; Brookfield Renewable Partners Limited, as general partner of Brookfield Renewable Partners L.P.; BREP Holding L.P., as general partner of Brookfield Renewable Energy L.P.; BRP Bermuda GP Limited, as general partner of BREP Holding L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Renewable Partners Limited and BRP Bermuda GP Limited; 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 Dec. 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 6, 2017 (the "Merger Agreement"), by and among the Issuer, Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Orion US Holdings 1 L.P. At the effective time of the Merger (the "Effective Time"), holders of shares of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Shares") issued and outstanding immediately prior to the Effective Time, other than Class A Shares owned by Orion US Holdings 1 L.P., Merger Sub or any other direct or indirect wholly-owned subsidiary of Orion US Holdings 1 L.P. (the "Orion Shares") and certain other Class A Shares, were entitled to receive $5.10 in cash for each Class A Share owned by such holder immediately prior to the Effective Time (the "Per Share Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, all 19,535,004 Orion Shares were cancelled without payment of any consideration therefor. Pursuant to the Merger Agreement, at the Effective Time, all 1,000 Class A Shares held directly by Brookfield BRP Holdings (Canada) Inc. were converted into the right to receive the Per Share Merger Consideration and cancelled. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, of which there was one such share, was converted into one share of Class A common stock, par value $0.01 per share, of the Issuer as the surviving corporation in the Merger. At the Effective Time, Orion US Holdings 1 L.P. became the sole direct holder of such share. As a result of the consummation of the Merger, the Class A Shares will be delisted from the Nasdaq Global Select Market and deregistered pursuant to Section 12(g)(4) of the Act, and the Issuer will no longer have any securities registered pursuant to Section 12 of the Act. Accordingly, this Form 4 is being filed as an exit Form 4 with respect to each Reporting Person, indicating no further reporting will be required of such Reporting Person. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same classes of securities of the same Issuer by the joint filers named in footnote 1 above. Each Form 4 will be filed by Brookfield Asset Management Inc. /s/ A.J. Silber for Brookfield Asset Management Inc. 2017-12-28 /s/ Andrea Rocheleau for Brookfield BRP Holdings (Canada) Inc. 2017-12-28 /s/ Jane Sheere for Brookfield Renewable Energy L.P., by its general partner BREP Holding L.P., by its general partner BRP Bermuda GP Limited 2017-12-28 /s/ Jane Sheere for Brookfield Renewable Partners L.P., by its general partner Brookfield Renewable Partners Limited 2017-12-28 /s/ Jane Sheere for Brookfield Renewable Partners Limited 2017-12-28 /s/ Jane Sheere for BREP Holding L.P., by its general partner BRP Bermuda GP Limited 2017-12-28 /s/ Jane Sheere for BRP Bermuda GP Limited 2017-12-28