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