*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 88104R209
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1
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Names of Reporting Persons
Strategic Value Partners, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
10,034,266
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
10,034,266
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,034,266
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11
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Percent of Class Represented by Amount in Row 9
4.8% (1)
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12
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Type of Reporting Person (See Instructions)
OO, IA
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(1)
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Based on 209,141,720 shares of Class A Common Stock of TerraForm Power, Inc. (the "Issuer") outstanding as of October 31, 2018, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 9, 2018.
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CUSIP No. 88104R209
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1
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Names of Reporting Persons
SVP Special Situations III LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
5,293,324
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
5,293,324
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,293,324
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11
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Percent of Class Represented by Amount in Row 9
2.5% (1)
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12
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Type of Reporting Person (See Instructions)
OO, IA
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(1)
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Based on 209,141,720 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2018.
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CUSIP No. 88104R209
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1
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Names of Reporting Persons
SVP Special Situations IV LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
749,576
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
749,576
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
749,576
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11
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Percent of Class Represented by Amount in Row 9
0.4% (1)
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12
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Type of Reporting Person (See Instructions)
OO, IA
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(1)
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Based on 209,141,720 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2018.
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CUSIP No. 88104R209
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1
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Names of Reporting Persons
SVP Special Situations III-A LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
2,561,516
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
2,561,516
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,561,516
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10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11
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Percent of Class Represented by Amount in Row 9
1.2% (1)
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12
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Type of Reporting Person (See Instructions)
OO, IA
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(1)
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Based on 209,141,720 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2018.
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CUSIP No. 88104R209
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1
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Names of Reporting Persons
Victor Khosla
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
10,034,266
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
10,034,266
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,034,266
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||||
10
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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||||
11
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Percent of Class Represented by Amount in Row 9
4.8% (1)
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12
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Type of Reporting Person (See Instructions)
IN
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(1)
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Based on 209,141,720 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2018, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2018.
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Item 1(a)
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Name of Issuer:
TerraForm Power, Inc. (the "Issuer")
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
200 Liberty Street, 14th Floor
New York, NY 10281 |
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Item 2(a)
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Name of Person Filing:
This Schedule 13G is being filed jointly by Strategic Value Partners, LLC ("Strategic Value Partners"), SVP Special Situations III LLC ("Special Situations III"), SVP Special Situations IV LLC ("Special Situations IV"), SVP Special Situations III-A LLC ("Special Situations III-A"), and Victor Khosla ("Mr. Khosla," and together with Strategic Value Partners, Special Situations III, Special Situations IV and Special Situations III-A, the "Reporting Persons").
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is:
c/o Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
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Item 2(c)
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Citizenship:
Strategic Value Partners is a limited liability company organized under the laws of the state of Delaware.
Special Situations III is a limited liability company organized under the laws of the state of Delaware.
Special Situations IV is a limited liability company organized under the laws of the state of Delaware.
Special Situations III-A is a limited liability company organized under the laws of the state of Delaware.
The citizenship of Mr. Khosla is the United States of America.
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Item 2(d)
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Title of Class of Securities:
Class A Common Stock, par value $0.01 per share ("Class A Common Stock")
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Item 2(e)
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CUSIP Number:
88104R209
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
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Item 4. | Ownership. | ||||||
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of Class A Common Stock of the Issuer directly held by each of the Funds (as defined below), which may be deemed to be indirectly beneficially owned by the Reporting Persons as described below. Such shares of Class A Common Stock are directly held by each of Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P., and Strategic Value Opportunities Fund, L.P. (together, the "Funds").
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Name of Fund
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Shares of Class A
Common Stock Owned |
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Strategic Value Master Fund, Ltd.
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1,429,850
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Strategic Value Special Situations Master Fund III, L.P.
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5,293,324
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Strategic Value Special Situations Master Fund IV, L.P.
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749,576
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Strategic Value Opportunities Fund, L.P.
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2,561,516
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The information in Item 4 is incorporated herein by reference.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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STRATEGIC VALUE PARTNERS, LLC
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By:
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/s/ James Dougherty
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Name: James Dougherty
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Title: Chief Financial Officer
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SVP SPECIAL SITUATIONS III LLC
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By:
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/s/ James Dougherty
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Name: James Dougherty
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Title: Chief Financial Officer
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SVP SPECIAL SITUATIONS IV LLC
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By:
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/s/ James Dougherty
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Name: James Dougherty
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Title: Chief Financial Officer
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SVP SPECIAL SITUATIONS III-A LLC
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By:
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/s/ James Dougherty
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Name: James Dougherty
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Title: Chief Financial Officer
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/s/ Victor Khosla
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Victor Khosla
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