0000950157-20-000967.txt : 20200731 0000950157-20-000967.hdr.sgml : 20200731 20200731165711 ACCESSION NUMBER: 0000950157-20-000967 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200731 FILED AS OF DATE: 20200731 DATE AS OF CHANGE: 20200731 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: 201066683 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: 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: 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 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: 201066684 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: 201066685 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: 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: 201066686 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: 201066687 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 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: 201066688 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 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: 001-36542 FILM NUMBER: 201066689 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: BBHC Orion Holdco L.P. CENTRAL INDEX KEY: 0001745194 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 201066690 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-369-4912 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET, SUITE 300 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: 200 LIBERTY STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 646-992-2400 MAIL ADDRESS: STREET 1: 200 LIBERTY STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON YIELDCO, INC. DATE OF NAME CHANGE: 20140212 4 1 form4.xml X0306 4 2020-07-31 true 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 0001533231 Brookfield BRP Holdings (Canada) Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA true 0001745194 BBHC Orion Holdco L.P. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J2T3 ONTARIO, CANADA true Common Stock, Class A, $0.01 par value 2020-07-31 4 P 0 86235614 A 0 I See footnotes. 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. ("Orion LP"); (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) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc.; and (viii) 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. On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger"). Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit. /s/ Jessica Diab for Brookfield Asset Management Inc. 2020-07-31 /s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc. 2020-07-31 /s/ Brian Lawson for Partners Limited 2020-07-31 /s/ Adrienne Moore for Orion US GP LLC 2020-07-31 /s/ Adrienne Moore for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC 2020-07-31 /s/ Fred Day for Brookfield Infrastructure Fund III GP LLC 2020-07-31 /s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc. 2020-07-31 /s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc. 2020-07-31