0000899243-15-008867.txt : 20151125 0000899243-15-008867.hdr.sgml : 20151125 20151125114721 ACCESSION NUMBER: 0000899243-15-008867 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151124 FILED AS OF DATE: 20151125 DATE AS OF CHANGE: 20151125 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: BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P. CENTRAL INDEX KEY: 0001650201 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255034 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE STREET 2: C/O MAPLES CORPORATE SERVICES LIMITED CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Long/Short Credit GP, LLC CENTRAL INDEX KEY: 0001541088 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255037 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN FOINAVEN MASTER FUND L.P. CENTRAL INDEX KEY: 0001650089 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255038 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE STREET 2: C/O MAPLES CORPORATE SERVICES LIMITED CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Mountain CA Master Fund GP, Ltd. CENTRAL INDEX KEY: 0001540861 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255041 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain GP Holdings, LLC CENTRAL INDEX KEY: 0001540859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255042 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Guadalupe Peak Fund L.P. CENTRAL INDEX KEY: 0001598919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255036 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129053900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN LOGAN OPPORTUNITIES GP, LLC CENTRAL INDEX KEY: 0001658967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255035 BUSINESS ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Mountain Credit Alternatives Master Fund L.P. CENTRAL INDEX KEY: 0001540860 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255040 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: C/O BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC STREET 2: 280 PARK AVENUE, 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUEMOUNTAIN FOINAVEN GP, LLC CENTRAL INDEX KEY: 0001659032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255039 BUSINESS ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVE FL 12 CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Capital Management, LLC CENTRAL INDEX KEY: 0001427430 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36542 FILM NUMBER: 151255043 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-11-24 0 0001599947 TerraForm Power, Inc. TERP 0001427430 BlueMountain Capital Management, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540861 Blue Mountain CA Master Fund GP, Ltd. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001540860 Blue Mountain Credit Alternatives Master Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001659032 BLUEMOUNTAIN FOINAVEN GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001650089 BLUEMOUNTAIN FOINAVEN MASTER FUND L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001541088 BlueMountain Long/Short Credit GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001598919 BlueMountain Guadalupe Peak Fund L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001658967 BLUEMOUNTAIN LOGAN OPPORTUNITIES GP, LLC 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 0001650201 BLUEMOUNTAIN LOGAN OPPORTUNITIES MASTER FUND L.P. 280 PARK AVENUE, 12TH FLOOR NEW YORK NY 10017 0 0 1 0 Class A Common Stock 2015-11-24 4 P 0 229919 A 9169934 I Footnotes Class A Common Stock 2015-11-24 4 P 0 206255 A 8077290 I Footnotes Class A Common Stock 2015-11-24 4 P 0 172237 A 6506679 I Footnotes Class A Common Stock 2015-11-24 4 P 0 172237 A 6506679 D Class A Common Stock 2015-11-24 4 P 0 14655 8.14 A 676618 I Footnotes Class A Common Stock 2015-11-24 4 P 0 14655 8.14 A 676618 D Class A Common Stock 2015-11-24 4 P 0 5554 8.14 A 256427 I Footnotes Class A Common Stock 2015-11-24 4 P 0 5554 8.14 A 256427 D Class A Common Stock 2015-11-24 4 P 0 9816 8.14 A 453192 I Footnotes Class A Common Stock 2015-11-24 4 P 0 9816 8.14 A 453192 D Class A Common Stock 2015-11-24 4 P 0 16125 8.14 A 744562 I Footnotes Class A Common Stock 2015-11-24 4 P 0 16125 8.14 A 744562 D Class A Common Stock 2015-11-24 4 P 0 3993 8.14 A 184374 I Footnotes Class A Common Stock 2015-11-24 4 P 0 3993 8.14 A 184374 D Class A Common Stock 2015-11-24 4 P 0 7539 8.14 A 348082 D The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in Footnote 5) or the General Partners (as defined in Footnote 5) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of Terraform Power, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and the General Partners disclaims such beneficial ownership, except to the extent of its respective pecuniary interest. BMCM is the investment manager of each of: (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 6,506,679 shares of Common Stock; (ii) BlueMountain Foinaven Master Fund L.P. ("BMFV"), which is the direct beneficial owner of 676,618 shares of Common Stock; (iii) BlueMountain Guadalupe Peak Fund L.P. ("BMGP"), which is the direct beneficial owner of 256,427 shares of Common Stock; (iv) BlueMountain Logan Opportunities Master Fund L.P. ("BMLO"), which is the direct beneficial owner of 453,192 shares of Common Stock; (v) BlueMountain Montenvers Fund SCA SICAV-SIF ("BMM"), which is the direct beneficial owner of 744,562 shares of Common Stock; (vi) BlueMountain Kicking Horse Fund L.P. ("BMKH" and, together with BMCA, BMFV, BMGP and BMLO, the "Partnerships"), which is the direct beneficial owner of 184,374 shares of Common Stock; and (vii) BlueMountain Timberline Ltd. ("BMT" and, together with the Partnerships and BMM, the "Funds"), which is the direct beneficial owner of 348,082 shares of Common Stock. BMCM, although it directs the voting and disposition of the Common Stock held by the Funds, only receives an asset-based fee relating to the Common Stock held by the Funds. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by it; (ii) BlueMountain Foinaven GP, LLC ("BMFV GP") is the general partner of BMFV and has an indirect profits interest in the Common Stock beneficially owned by it; (iii) BlueMountain Long/Short Credit GP, LLC ("BMGP GP") is the general partner of BMGP and has an indirect profits interest in the Common Stock beneficially owned by it; (iv) BlueMountain Montenvers GP S.a r.l. ("BMM GP") is the general partner of BMM and has an indirect profits interest in the Common Stock beneficially owned by it; (v) BlueMountain Logan Opportunities GP, LLC ("BMLO GP") is the general partner of BMLO and has an indirect profits interest in the Common Stock beneficially owned by it; and (vi) BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP" and, together with BMCA GP, BMFV GP, BMGP GP and BMLO GP, the "General Partners") is the general partner of BMKH and has an indirect profits interest in the Common Stock beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners and thus has an indirect profits interest in the Common Stock beneficially owned by the Partnerships. BMCM is the sole owner of BMM GP and thus has an indirect profits interest in the Common Stock beneficially owned by BMM. On November 24, 2015: (i) BMCA acquired 140,927 shares of Common Stock at a price per share of $8.14, 5,109 shares of Common Stock at a price per share of $8.39 and 26,201 shares of Common Stock at a price per share of $8.40; (ii) BMFV acquired 14,655 shares of Common Stock at a price per share of $8.14; (iii) BMGP acquired 5,554 shares of Common Stock at a price per share of $8.14; (iv) BMLO acquired 9,816 shares of Common Stock at a price per share of $8.14; (v) BMM acquired 16,125 shares of Common Stock at a price per share of $8.14; (vi) BMKH acquired 3,993 shares of Common Stock at a price per share of $8.14; and (vii) BMT acquired 7,539 shares of Common Stock at a price per share of $8.14. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simultaneously with this Form 4 due to the limitation of ten Reporting Persons per filing. BlueMountain Capital Management, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 Blue Mountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2015-11-25 Blue Mountain Credit Alternatives Master Fund L.P., By: BlueMountain CA Master Fund GP, Ltd., By: /s/ Andrew Feldstein, Director 2015-11-25 BlueMountain Foinaven GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain Foinaven Master Fund L.P., By: BlueMountain Foinaven GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain Guadalupe Peak Fund L.P., By: BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain Logan Opportunities GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25 BlueMountain Logan Opportunities Master Fund L.P., By: BlueMountain Logan Opportunities GP, LLC, By: BlueMountain GP Holdings, LLC, By: /s/ Eric M. Albert, Chief Compliance Officer 2015-11-25