0000950157-17-001016.txt : 20170630 0000950157-17-001016.hdr.sgml : 20170630 20170630124147 ACCESSION NUMBER: 0000950157-17-001016 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20170630 DATE AS OF CHANGE: 20170630 GROUP MEMBERS: BREP HLDG LP GROUP MEMBERS: BROOKFIELD ASSET MGMT PVT INST CAP ADV (CAN), LP GROUP MEMBERS: BROOKFIELD BRP HLDGS (CAN) INC GROUP MEMBERS: BROOKFIELD INFRA FUND III GP LLC GROUP MEMBERS: BROOKFIELD RNWB ENERGY LP GROUP MEMBERS: BROOKFIELD RNWB PTNS LP GROUP MEMBERS: BROOKFIELD RNWB PTNS LTD GROUP MEMBERS: BRP BERMUDA GP LTD GROUP MEMBERS: ORION US GP LLC GROUP MEMBERS: ORION US HLDGS 1 LP GROUP MEMBERS: PARTNERS LTD SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89114 FILM NUMBER: 17941193 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 COMPANY: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER COMPANY: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 SC 13D 1 sc13d.htm
 

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 
TerraForm Global, Inc.
 
(Name of Issuer)
 
 
Common stock, Class A, $0.01 par value
(Title of Class of Securities)
 
 
88104M101
(CUSIP Number)
 

 
A.J. Silber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 29, 2017
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

*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.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 

 

 

CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD ASSET MANAGEMENT INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,536,004
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,536,004
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,536,004
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (1)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO


(1) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 

2



CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
PARTNERS LIMITED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,536,004
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,536,004
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,536,004
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO


(2) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 

3



CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,535,004
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,535,004
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,535,004
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (3)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN


(3) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 

4



CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD INFRASTRUCTURE FUND III GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,535,004
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,535,004
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,535,004
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (4)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO

 
(4) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.


5




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
ORION US GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,535,004
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,535,004
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,535,004
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (5)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO

 
(5) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.


6



CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
ORION US HOLDINGS 1 L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
BK
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
19,535,004 (6)
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
19,535,004 (6)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
19,535,004 (6)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.3% (7)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

(6) Orion US Holdings 1 L.P. disclaims beneficial ownership of any shares of Class A common stock of the Issuer, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.

(7) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 
 
 
7




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD RENEWABLE PARTNERS LIMITED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ONTARIO
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (8)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

(8) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 
 
 

8




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD RENEWABLE PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000 (9)
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000 (9)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000 (9)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (10)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

(9) Brookfield Renewable Partners L.P. disclaims beneficial ownership of any shares of Class A common stock of the Issuer, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.
 
(10) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 
 

9




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BRP BERMUDA GP LIMITED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (11)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

(11) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.
 
 



10




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BREP HOLDING L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (12)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

(12) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.

 
 



11




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD RENEWABLE ENERGY L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000 (13)
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000 (13)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000 (13)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (14)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN

(13) Brookfield Renewable Energy L.P. disclaims beneficial ownership of any shares of Class A common stock of the Issuer, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.

(14) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.


 
12




CUSIP No. 88104M101

1
NAMES OF REPORTING PERSONS
 
BROOKFIELD BRP HOLDINGS (CANADA) INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) (b)
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
5
CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
BERMUDA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
1,000
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
1,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0% (15)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

(15) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.



13




Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the shares of Class A common stock, $0.01 par value per share (the “Class A Shares”), of TerraForm Global, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”), with principal executive offices at 7750 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person”):

 
(i) Orion US Holdings 1 L.P., a Delaware limited partnership (“Orion US LP”), with respect to the Class A Shares of the Issuer held by it;
   
 
(ii) Orion US GP LLC, a Delaware limited liability company (“Orion US GP”), with respect to the Class A Shares of the Issuer held by Orion US LP;
   
 
(iii) Brookfield Infrastructure Fund III GP LLC, a Delaware limited liability company (“BIF”), which serves as the indirect general partner of Orion US GP and Orion US LP;
   
 
(iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership (“BAMPIC Canada”), which serves as the investment adviser to BIF;
   
 
(v) Brookfield BRP Holdings (Canada) Inc. (“NA Holdco”), a corporation formed under the laws of the Province of Ontario, Canada, with respect to the Class A Shares held by it;
   
 
(vi) Brookfield Renewable Energy L.P. (“BRELP”), an exempted limited partnership established under the laws of Bermuda, with respect to the Class A Shares held by NA Holdco;
   
 
(vii) BREP Holding L.P. (“BRELP GP LP”), an exempted limited partnership established under the laws of Bermuda, which serves as the general partner of BRELP;
   
 
(viii) BRP Bermuda GP Limited (“BRELP General Partner”), a corporation formed under the laws of Bermuda, which serves as the general partner of BRELP GP LP;
   
 
(ix) Brookfield Renewable Partners L.P. (“BEP”), an exempted limited partnership established under the laws of Bermuda, with respect to the Class A Shares held by NA Holdco;
   
 
(x) Brookfield Renewable Partners Limited (the “Managing General Partner”), a corporation formed under the laws of Bermuda, which serves as the general partner of BEP;
   
 
(xi) Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario, Canada, which is the ultimate parent of BIF, BAMPIC Canada, BRELP GP LP and the Managing General Partner and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and
   
 
(xii) Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario. Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares.


14




Schedules I, II, III, IV, V, VI and VII hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of Orion US GP, BIF, NA Holdco, BRELP General Partner, the Managing General Partner, Brookfield and Partners, respectively.

The Reporting Persons are making this single, joint filing pursuant to Rule 13d-1(k) under the Act.  The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is filed as Exhibit 99.1 hereto.

(b)–(c) The principal business address of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada. The principal business of Orion US LP is investing in securities and that of a holding company. The principal business of Orion US GP is to serve as the direct general partner of Orion US LP. The principal business of BIF is to invest in infrastructure assets and it serves as the indirect general partner of Orion US GP and Orion US LP. The principal business of BAMPIC Canada is to serve as investment advisor for a variety of private investment vehicles, including BIF.  The principal business of NA Holdco is that of a holding company.  The principal business of BRELP is that of a holding company.  The principal business of BRELP GP LP is to serve as the direct general partner of BRELP.  The principal business of BRELP General Partner is to serve as the indirect general partner of BRELP.  The principal business of BEP is to invest and operate renewable power assets on a global basis.  The principal business of the Managing General Partner is to serve as the general partner of BEP.  The principal business of Brookfield is to invest in and operate businesses in the real estate, power generation, infrastructure and private equity sectors.  The principal business of Partners is that of a holding company.

(d)–(f) During the last five years, none of Reporting Persons and, to the respective knowledge of each Reporting Person, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.

The 1,000 Class A Shares reported to be owned by NA Holdco were acquired in the open market on August 30, 2016 for an aggregate consideration of $3,639 (including brokerage commission), using cash on hand. 
 
The 19,535,004 Class A Shares reported to be owned by Orion US LP were acquired for an aggregate consideration of $92,791,269.  The description in Item 6 of this Schedule 13D of the transaction pursuant to which such Class A Shares were acquired by Orion US LP is incorporated herein by reference. All such purchases of such Class A Shares owned by Orion US LP were funded from available liquidity, which includes a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties. As capital is called from committed limited partner investors, such investment capital will be used to repay the revolving credit facility.  The revolving credit facility has a stated maturity date of June 21, 2019, a total aggregate principal amount of $1,200,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.5%.

 
15




Item 4. Purpose of Transaction.

The Reporting Persons have acquired Class A Shares as part of a series of transactions they have entered into for the purpose of acquiring control of the Issuer.
 
On March 6, 2017, as reported by the Issuer in a Current Report on Form 8-K filed on March 7, 2017, Orion US LP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Issuer and BRE GLBL Holdings Inc., a Delaware corporation and wholly owned subsidiary of Orion US LP (“Merger Sub”), providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Orion US LP as a result of the Merger.

As a result of the Merger, each Class A Share issued and outstanding immediately prior to the effective time of the Merger (other than Class A Shares that are (i) owned by the Issuer, Orion US LP or any of their direct or indirect wholly owned subsidiaries and not held on behalf of third parties, (ii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law or (iii) held by any direct or indirect wholly owned subsidiary of the Issuer that is taxable as a corporation), will be converted into the right to receive per share Merger consideration equal to $5.10 per Class A Share in cash, without interest.

The Merger Agreement includes a non-waivable condition to closing that the Merger Agreement and the transactions contemplated by the Merger Agreement be approved by holders of a majority of the outstanding Class A Shares, excluding all Class A Shares held by SunEdison, Inc. (“SunEdison”), any of its affiliates, Orion US LP or any of its affiliates.  Closing of the Merger also is subject to certain other conditions, including the adoption of the Merger Agreement by the holders of a majority of the total voting power of the outstanding shares of common stock, par value $0.01 per share, of the Issuer (each, a “Share” and, collectively, the “Shares”) entitled to vote on the Merger, receipt of certain regulatory approvals and the entry by the United States Bankruptcy Court for the Southern District of New York of orders authorizing and approving the entry by SunEdison (and, if applicable, SunEdison’s debtor affiliates) into the SunEdison Settlement Agreement (as defined below), the Voting and Support Agreement (as defined below) and any other agreement entered into in connection with the Merger or the other transactions contemplated by the Merger Agreement to which SunEdison or any other debtor will be a party.

In addition, Orion US LP’s and Merger Sub’s obligations to consummate the Merger are subject to the condition that certain litigation, including the claim titled Renova Energia, S.A., v. TerraForm Global Inc. et al., Arb. 59/2016/SEC4 pending in the Center for Arbitration and Mediation of the Brazil – Canada Chamber of Commerce (the “Renova Claim”), has been finally dismissed with prejudice or the settlement thereof has been submitted for court approval in a manner reasonably satisfactory to Orion US LP pursuant to agreements or stipulations containing releases reasonably satisfactory to Orion US LP, and all final approvals of courts or regulatory authorities required for the settlements and releases to become final, binding and enforceable shall have been obtained; provided, however, that in no event will a settlement of the Renova Claim include an aggregate payment by the Company and its subsidiaries of greater than $3,000,000 (net of any amounts funded directly or indirectly by insurance proceeds) (such condition, in its entirety, the “Litigation Condition”).


16




Further, pursuant to the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and the by-laws of the Issuer, as each is in effect immediately prior to the effective time of the Merger, will become the certificate of incorporation and the by-laws of the Surviving Corporation, and the board of directors of Merger Sub and the officers of the Issuer at the effective time of the Merger will, from and after the effective time of the Merger, constitute the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the Surviving Corporation.  In addition, pursuant to a settlement agreement between the Issuer, SunEdison and certain other parties named therein (the “SunEdison Settlement Agreement”), SunEdison will exchange, effective as of immediately prior to the effective time of the Merger, all of the Class B Units (as defined in the Merger Agreement) of TerraForm Global, LLC held by it or any of its controlled affiliates for a number of Class A Shares equal to 25% of the issued and outstanding Class A Shares (on a fully diluted basis, excluding any treasury shares) measured as of immediately prior to the effective time of the Merger (the “Exchange”).  As a result of and following completion of the Exchange, all of the issued and outstanding shares of Class B common stock, par value $0.01 per share, of the Issuer (the “Class B Shares”) will be redeemed and retired.  As promptly as practicable after the effective time of the Merger, all Class A Shares and Class B Shares will be delisted from The NASDAQ Stock Market LLC and deregistered under the Act.  Subject to the terms and conditions of the Settlement Agreement, all issued and outstanding IDRs (as defined in the Merger Agreement) will also be cancelled (or, at the Issuer’s instructions, transferred to Orion US LP or any of its affiliates).

A copy of the Merger Agreement has been filed as Exhibit 99.2 to this Schedule 13D to provide investors with information regarding its terms.  It is not intended to provide any other factual information about the Issuer, Brookfield or any of their respective subsidiaries or affiliates.  The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures; may not have been intended to be statements of fact, but rather, as a method of allocating contractual risk and governing the contractual rights and relationships between the parties to the Merger Agreement; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.  Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Issuer, Brookfield or any of their respective subsidiaries or affiliates.  Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Issuer’s or Brookfield’s public disclosures.

In connection with efforts to settle the Renova Claim, on May 26, 2017, Orion US LP and Renova Energia, S.A. (“Renova”) entered into a Purchase & Sale Agreement (the “Purchase & Sale Agreement”).  The description of the Purchase & Sale Agreement in Item 6 of this Schedule 13D is incorporated herein by reference and is qualified in its entirety by reference to the Purchase & Sale Agreement filed as Exhibit 99.4 hereto.  Concurrently with the execution and delivery of the Purchase & Sale Agreement, the Issuer and Renova entered into a Settlement Agreement and Mutual Release (the “Renova Settlement Agreement”).  The description of the Renova Settlement Agreement in Item 6 of this Schedule 13D is incorporated herein by reference and is qualified in its entirety by reference to the Renova Settlement Agreement attached as Exhibit A to the Letter Agreement filed as Exhibit 99.5 hereto.  Also concurrently with the execution and delivery of the Purchase & Sale Agreement, Orion US LP and the Issuer entered into a letter agreement with respect to the Litigation Condition (the “Letter Agreement”). The description of the Letter Agreement in Item 6 of this Schedule 13D is incorporated herein by reference and is qualified in its entirety by reference to the Letter Agreement filed as Exhibit 99.6 hereto.
 
Except to the extent set forth in this Item 4, the Reporting Persons have no present plans or proposals which relate to or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and carry out any of the actions or transactions referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, to the extent deemed advisable by the Reporting Persons.


17




Item 5. Interest in Securities of the Issuer.

(a)–(b) The aggregate number and percentage of Class A Shares of the Issuer beneficially owned by the Reporting Persons to which this Schedule 13D relates is 19,536,004 shares, constituting approximately 17.3% of the Issuer’s outstanding Class A Shares.  The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 112,642,197 outstanding as of June 12, 2017, based on information disclosed by the Issuer in a Definitive Proxy Statement on Schedule 14A, filed June 15, 2017.


(i) Orion US LP

 
(a) As of June 30, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 19,535,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,535,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,535,004 Class A Shares of the Issuer

Orion US LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(ii) Orion US GP

 
(a) As of June 30, 2017, Orion US GP may be deemed the beneficial owner of 19,535,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,535,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,535,004 Class A Shares of the Issuer

Orion US GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(iii) BIF

 
(a) As of June 30, 2017, BIF may be deemed the beneficial owner of 19,535,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,535,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,535,004 Class A Shares of the Issuer

(iv) BAMPIC Canada

 
(a) As of June 30, 2017, BAMPIC Canada may be deemed the beneficial owner of 19,535,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,535,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,535,004 Class A Shares of the Issuer


18




(v) NA Holdco

 
(a) As of June 30, 2017, NA Holdco may be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer

(vi) BRELP

 
(a) As of June 30, 2017, BRELP may, subject to the disclaimer below, be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer

BRELP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(vii) BRELP GP LP

 
(a) As of June 30, 2017, BRELP GP LP may be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer

(viii) BRELP General Partner

 
(a) As of June 30, 2017, BRELP General Partner may be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer

 
19




(ix) BEP
 
(a) As of June 30, 2017, BEP may be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer
 
BEP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(x) Managing General Partner
 
 
(a) As of June 30, 2017, the Managing General Partner may be deemed the beneficial owner of 1,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1,000 Class A Shares of the Issuer

(xi) Brookfield

 
(a) As of June 30, 2017, Brookfield may be deemed the beneficial owner of 19,536,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,536,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,536,004 Class A Shares of the Issuer

(xii) Partners

 
(a) As of June 30, 2017, Partners may be deemed the beneficial owner of 19,536,004 Class A Shares of the Issuer, constituting a percentage of approximately 17.3%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 19,536,004 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 19,536,004 Class A Shares of the Issuer

(c) Schedule VIII filed herewith, which is incorporated herein by reference, describes all of the transactions in Class A Shares of the Issuer that were effected in the past 60 days by the Reporting Persons.

(d) Several investment funds advised by BAMPIC Canada have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by Orion US LP.  No such investment fund has a right to receive dividends from, or the proceeds from the sale of, more than five percent of the Class A Shares.

(e) Not applicable.

 
20




Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 9, 2016, Brookfield and the Issuer entered into a confidentiality agreement (the “Confidentiality Agreement”) as a condition to the Issuer providing certain confidential information to Brookfield and permitting Brookfield to participate in the Issuer’s strategic review process.  Pursuant to the Confidentiality Agreement, Brookfield agreed to, among other things and subject in each case to certain exceptions and for specified periods: (a) non-disclosure obligations; (b) standstill obligations, subject to specified fall-away provisions permitting specified types of competing proposals by Brookfield; and (c) restrictions on soliciting and hiring certain employees and consultants of the Issuer and SunEdison.  On May 26, 2017, the Issuer waived certain standstill obligations under the Confidentiality Agreement for the purposes of the execution and delivery of the Purchase & Sale Agreement by Orion US LP and the consummation of the Renova Transaction (as defined below).

On March 6, 2017, Orion US LP, the Issuer and Merger Sub entered into the Merger Agreement.  The description of the Merger Agreement in Item 4 of this Schedule 13D is incorporated herein by reference.

Concurrently with the execution and delivery of the Merger Agreement, SunEdison and certain of its affiliates executed and delivered a voting and support agreement with Orion US LP, Merger Sub and the Issuer (the “Voting and Support Agreement”) pursuant to which SunEdison and certain of its controlled affiliates have agreed (among other things) to vote or cause to be voted all equity securities of the Issuer which any of them beneficially owns on or after the date of the Voting and Support Agreement in favor of the adoption of the Merger Agreement.  The foregoing description of the Voting and Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Voting and Support Agreement filed as Exhibit 99.3 hereto, which is incorporated herein by reference.

On May 26, 2017, Orion US LP and Renova entered into the Purchase & Sale Agreement pursuant to which (i) Renova agreed to sell to Orion US LP, and Orion US LP agreed to purchase from Renova, 19,535,004 Class A Shares of the Issuer (the “Subject Shares”) for $4.75 per Subject Share and (ii) Renova agreed to provide a full and final release of any and all claims against Orion US LP and its affiliates and certain related persons or parties, and Orion US LP agreed to provide a full and final release of any and all claims against Renova and its affiliates and certain related persons or parties ((i) and (ii), collectively, the “Renova Transaction”).  The Renova Transaction was consummated on June 29, 2017.  The foregoing description of the Purchase & Sale Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase & Sale Agreement filed as Exhibit 99.4 hereto, which is incorporated herein by reference.

Concurrently with the execution and delivery of the Purchase & Sale Agreement, in order to resolve the Renova Claim, the Issuer and Renova entered into the Renova Settlement Agreement.  Each of the effectiveness of the mutual release of claims relating to the Renova Claim pursuant to the Renova Settlement Agreement and the consummation of the transaction contemplated by the Purchase & Sale Agreement was conditioned on the other.  Under the terms of the Renova Settlement Agreement, (i) the Issuer agreed to pay US$15,000,000, in cash, to Renova (the “Settlement Payment”), (ii) Renova agreed to provide a full and final release of any and all claims against the Issuer and certain of its affiliates and related persons or parties and the Issuer agreed to provide a full and final release of any and all claims against Renova and certain of its affiliates and related persons or parties with respect to the Issuer’s counterclaims against Renova and (iii) Renova and affiliates of the Issuer agreed to release to the Issuer certain Class A Shares held in escrow pursuant to prior agreements regarding the acquisition by affiliates of the Issuer of certain wind projects from Renova.  The foregoing description of the Renova Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Renova Settlement Agreement attached as Exhibit 99.5 hereto, which is incorporated herein by reference.

Also concurrently with the execution and delivery of the Purchase & Sale Agreement, Orion US LP and the Issuer entered into the Letter Agreement, pursuant to which Orion US LP (i) consented to the entry into the Renova Settlement Agreement by the Issuer and (ii) acknowledged and agreed that at the effective time of the Renova Settlement Agreement the condition to the obligations of Orion US LP and Merger Sub to effect the Merger set forth in the Litigation Condition, solely with respect to the Renova Claim, would be deemed satisfied and the Settlement Payment would be deemed to be zero for the purposes of determining whether the Litigation Condition has been satisfied.  The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement filed as Exhibit 99.6 hereto, which is incorporated herein by reference.

Except as described in this Schedule 13D, the Reporting Persons are not parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.
 

21




Item 7. Materials to Be Filed as Exhibits.

Exhibit 99.1
Joint Filing Agreement
   
Exhibit 99.2
Agreement and Plan of Merger, dated as of March 6, 2017, by and among TerraForm Global, Inc., Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed on March 7, 2017)
   
Exhibit 99.3
Voting and Support Agreement, dated March 6, 2017, by and among Orion US Holdings 1 L.P., a Delaware limited partnership, BRE GLBL Holdings Inc., a Delaware corporation, SunEdison, Inc., a Delaware corporation, SunEdison Holdings Corporation, a Delaware corporation, and TerraForm Global, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.3 to the Issuer’s Form 8-K filed on March 7, 2017)
   
Exhibit 99.4
Purchase & Sale Agreement, dated May 26, 2017, by and between Orion US Holdings 1 L.P. and Renova Energia, S.A.
   
Exhibit 99.5
Settlement Agreement and Mutual Release, dated as of May 26, 2017, by and between TerraForm Global, Inc., TerraForm Global, LLC, TerraForm Global Brazil Holding B.V., TERP GLBL Brasil I Participacoes Ltda. and Renova Energia, S.A. (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on March 30, 2017)
   
Exhibit 99.6
Letter Agreement, dated May 26, 2017, by and between Orion US Holdings 1 L.P. and TerraForm Global, Inc. (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on March 30, 2017)


22




SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


June 30, 2017

 
ORION US HOLDINGS 1 L.P., by its general partner,
ORION US GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
ORION US GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
BROOKFIELD INFRASTRUCTURE FUND III GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CANADA), L.P.,
by its general partner,
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
 
       
 
By:
/s/James Rickert
 
   
Name: James Rickert
 
   
Title: Vice President
 
       


23


 


 
BROOKFIELD BRP HOLDINGS (CANADA), INC.
 
       
 
By:
/s/ Andrea Rocheleau
 
   
Name:  Andrea Rocheleau
 
   
Title:    Senior Vice President
 
       


 
BROOKFIELD RENEWABLE ENERGY
 
  L.P., by its general partner, BREP HOLDING  
  L.P., by its general partner, BRP BERMUDA  
  GP LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BREP HOLDING L.P., by its general partner,
 
  BRP BERMUDA GP LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BRP BERMUDA GP LIMITED
 
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BROOKFIELD RENEWABLE PARTNERS
 
  L.P., by its general partner, BROOKFIELD  
  RENEWABLE PARTNERS LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BROOKFIELD RENEWABLE PARTNERS LIMITED
 
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       
 

 
24

 

 

 
BROOKFIELD ASSET MANAGEMENT INC.
 
       
 
By:
/s/A.J. Silber
 
   
Name: A.J. Silber
 
   
Title: Vice-President, Legal Affairs
 
       


 
PARTNERS LIMITED
 
       
 
By:
/s/Brian D. Lawson
 
   
Name: Brian D. Lawson
 
   
Title: President
 
       


25




SCHEDULE I

ORION US GP LLC

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Keiji Hattori, Associate Vice President
NBF Hibiya Building 25F,
1-1-7 Uchisaiwaicho,
Chiyoda-ku,
Tokyo 100-0011
Senior Vice President of Brookfield
Japan
       
Scott Peak, Manager
1200 Smith Street
Suite 1200
Houston, TX 77002
Senior Vice President of Brookfield
U.S.A
       
Ralph Klatzkin, Manager and Vice President
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Fred Day, Manager and Vice President
1200 Smith Street
Suite 1200
Houston, TX 77002
Vice President of Brookfield
U.S.A.
       
Hadley Peer Marshall, Senior Vice President
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Senior Vice President of Brookfield
U.S.A.
       
Julian Deschatelets, Senior Vice President
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Senior Vice President of Brookfield
Canada
       
Andrea Rocheleau, Senior Vice President
41 Victoria Street
Gatineau, Québec
J8X 2A1, Canada
Senior Vice President of Brookfield
Canada
       
Trevor Carson, Vice President
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Vice President of Brookfield
Canada
       

26



SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Justin Beber, President
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Managing Partner of Brookfield
Canada
       
Mark Srulowitz, Manager and Vice President
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       
Scott Peak, Manager and Vice President
1200 Smith Street
Suite 1200
Houston, TX 77002
Senior Vice President of Brookfield
U.S.A
       
Keiji Hattori, Associate Vice President
NBF Hibiya Building 25F,
1-1-7 Uchisaiwaicho,
Chiyoda-ku,
Tokyo 100-0011
Senior Vice President of Brookfield
Japan
       
Ralph Klatzkin, Manager and Vice President
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Fred Day, Manager and Vice President
1200 Smith Street
Suite 1200
Houston, TX 77002
Vice President of Brookfield
U.S.A.
       


27




SCHEDULE III

BROOKFIELD BRP HOLDINGS (CANADA) INC.

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Edward Kress, Director and Chairman
51 Yonge Street, Suite 400
Toronto, Ontario M5E 1J1,
Canada
Corporate Director Canada
       
David Mann, Director
50 McCurdy Drive,
Chester, Nova Scotia B0J 1J0,
Canada
Corporate Director Canada
       
John Van Egmond, Director
6900 N. Ozona Drive
Tuscon, AZ 85718
Financial Consultant, Ozona Corporation  U.S.A
       
Harry Goldgut, Chairman
BRE Group
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
Executive Chairman, Infrastructure
and Power of Brookfield
Canada
       
Richard Legault, Chairman
BRE Group
41 Victoria Street
Gatineau, Quebec J8X 2A1,
Canada
Executive Chairman,
Renewable Power of Brookfield
Canada
       
Sachin Shah, Chief Executive Officer
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
Senior Managing Partner of Brookfield  Canada
       
Nicholas Goodman, Chief Financial Officer
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
Managing Partner of Brookfield United Kingdom
       
Jennifer Mazin, Senior Vice President
& Secretary
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
Managing Partner of Brookfield Canada
       
Andrea Rocheleau, Senior Vice President
41 Victoria Street
Gatineau, Quebec J8X 2A1
Canada
Senior Vice President of Brookfield Canada



28




SCHEDULE IV

BRP BERMUDA GP LIMITED

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Jeffrey M. Blidner, Director
 
 181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
 Vice Chairman of Brookfield  Canada
   
Eleazar de Carvalho Filho, Director
Rua Joaquim Floriano
1120 - 6th floor - Cj. 61
Itaim Bibi, São Paulo, SP
04534-004 Brazil
Founder of Virtus BR Partners
and Corporate Director,
Founder of Sinfonia Consultoria
e participações
Brazil
       
David Mann, Director
50 McCurdy Drive, Chester
Nova Scotia B0J 1J0,
Canada
Corporate Director Canada
       
Lou Maroun, Director
20 South Road, Warwick
WK 02 Bermuda
Chairman of Sigma Real
Estate Advisors/Sigma Capital
Corporation
Canada
       
Lars Josefsson, Director
Contributor AB
Bilblioteksgatan 1, 4 tr
111 46 Stockholm, Sweden
Managing Director,
Contributor AB
Sweden
       
John Van Egmond, Director
6900 N. Ozona Drive
Tuscon, AZ 85718
Financial Consultant, Ozona Corporation  U.S.A.
       
Patricia Zuccotti, Director
 4612 105th Avenue NE,
Kirkland, WA 98033
Corporate Director U.S.A.
       
Gregory E.A. Morrison, President
73 Front Street, Hamilton
HM 12 Bermuda
President, Brookfield Bermuda Canada
       
Gregory N. McConnie, Vice President
Wildey Business Park
2nd Floor, Wildey
St. Michael Barbados 14006
President and Chief Executive Officer
Brookfield Internation Bank Inc.
Barbados
       
Jane Sheere, Secretary
73 Front Street, Hamilton
HM 12 Bermuda
Manager - Corporate Services
of Brookfield Bermuda
United Kingdom
       
Anna Knapman-Scott, Assistant Secretary
73 Front Street, Hamilton
HM 12 Bermuda
Operations Manager & Legal Counsel
of Brookfield Bermuda
United Kingdom




29




SCHEDULE V

BROOKFIELD RENEWABLE PARTNERS LIMITED

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Jeffrey M. Blidner, Director
 
 181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
 Vice Chairman of Brookfield  Canada
   
Eleazar de Carvalho Filho, Director
Rua Joaquim Floriano
1120 - 6th floor - Cj. 61
Itaim Bibi, São Paulo, SP
04534-004 Brazil
Founder of Virtus BR Partners
and Corporate Director,
Founder of Sinfonia Consultoria
e participações
Brazil
       
David Mann, Director
50 McCurdy Drive, Chester
Nova Scotia B0J 1J0,
Canada
Corporate Director Canada
       
Lou Maroun, Director
20 South Road, Warwick
WK 02 Bermuda
Chairman of Sigma Real
Estate Advisors/Sigma Capital
Corporation
Canada
       
Lars Josefsson, Director
Contributor AB
Bilblioteksgatan 1, 4 tr
111 46 Stockholm, Sweden
Managing Director,
Contributor AB
Sweden
       
John Van Egmond, Director
6900 N. Ozona Drive
Tuscon, AZ 85718
Financial Consultant, Ozona Corporation  U.S.A.
       
Patricia Zuccotti, Director
 4612 105th Avenue NE,
Kirkland, WA 98033
Corporate Director U.S.A.
       
Gregory E.A. Morrison, President
73 Front Street, Hamilton
HM 12 Bermuda
President, Brookfield Bermuda Canada
       
Gregory N. McConnie, Vice President
Wildey Business Park
2nd Floor, Wildey
St. Michael Barbados 14006
President and Chief Executive Officer
Brookfield Internation Bank Inc.
Barbados
       
Jane Sheere, Secretary
73 Front Street, Hamilton
HM 12 Bermuda
Manager - Corporate Services
of Brookfield Bermuda
United Kingdom
       
Anna Knapman-Scott,
Assistant Secretary
73 Front Street, Hamilton
HM 12 Bermuda
Operations Manager & Legal Counsel
of Brookfield Bermuda
United Kingdom



30




SCHEDULE VI

BROOKFIELD ASSET MANAGEMENT INC.

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
M. Elyse Allan, Director
2300 Meadowvale Road, Mississauga, Ontario,
L5N 5P9, Canada
President and Chief Executive Officer of General Electric Canada
Company Inc.
Canada
       
Jeffrey M. Blidner, Director and Senior Managing Partner
181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada
Vice Chairman of Brookfield
Canada
       
Angela F. Braly, Director
832 Alverna Drive, Indianapolis, Indiana 46260
President & Founder of The Braly Group, LLC
U.S.A.
       
Jack L. Cockwell, Director
51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada
Corporate Director
Canada
       
Marcel R. Coutu, Director
335 8th Avenue SW, Suite 1700
Calgary, Alberta
T2P 1C9, Canada
Former President and Chief Executive Officer of Canadian Oil
Sands Limited
Canada
       
Maureen Kempston Darkes, Director
21 Burkebrook Place, Apt. 712
Toronto, Ontario
M4G 0A2, Canada
Corporate Director of Brookfield and former President, Latin America,
Africa and Middle East of General Motors Corporation
Canada
       
J. Bruce Flatt, Director and Senior Managing Partner
and Chief Executive Officer
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner and Chief Executive Officer of Brookfield
Canada
       
Robert J. Harding, Director
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Past Chairman of Brookfield
Canada
       
David W. Kerr, Director
c/o 51 Yonge Street, Suite 400,
Toronto, Ontario M5E 1J1, Canada
Chairman of Halmont Properties Corp.
Canada
       
Brian W. Kingston, Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
       
Brian D. Lawson, Senior Managing Partner
and Chief Financial Officer
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner and Chief Financial Officer of Brookfield
Canada
 
 
 
31

 
 
Philip B. Lind, Director
Rogers Communications Inc.,
333 Bloor Street East, 10th Floor,
Toronto, Ontario M4W 1G9, Canada
Co-Founder, Vice Chairman and Director of Rogers Communications Inc.
Canada
       
Cyrus Madon, Senior Managing Partner
181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
       
Frank J. McKenna, Director
TD Bank Group, P.O. Box 1, TD Centre,
66 Wellington St. West, 4th Floor, TD Tower,
Toronto, Ontario
M5K 1A2, Canada
Chair of Brookfield and Deputy Chair of TD Bank Group
Canada
       
Youssef A. Nasr, Director
P.O. Box 16 5927, Beirut, Lebanon
Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle
East Ltd. and former President of HSBC Bank Brazil
Lebanon and U.S.A.
       
Lord Augustine Thomas O’Donnell, Director
P.O. Box 1, TD Centre,
66 Wellington St. W., 4th Floor, TD Tower
Toronto, Ontario
M5K 1A2, Canada
Chairman of Frontier Economics and Strategic Advisor of TD Bank Group
United Kingdom
       
Samuel J.B. Pollock, Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
 
Canada
       
Ngee Huat Seek, Director
501 Orchard Road
#08–01 Wheelock Place
Singapore 238880
Former Chairman of the Latin American Business Group, Government of
Singapore Investment Corporation
Singapore
       
Diana L. Taylor, Director
Solera Capital L.L.C
625 Madison Avenue,
3rd Floor
New York, N.Y. 10022
Vice Chair of Solera Capital LLC
U.S.A
       
George S. Taylor, Director
R.R. #3, 4675 Line 3,
St. Marys, Ontario
N4X 1C6, Canada
Corporate Director of Brookfield
Canada
       
A.J. Silber, Vice-President, Legal Affairs and
Corporate Secretary
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Vice-President, Legal Affairs and Corporate Secretary of Brookfield
Canada
 

 
32



SCHEDULE VII

PARTNERS LIMITED

Name and Position of Officer or Director
Principal Business Address
Principal Occupation or Employment
Citizenship
       
Jack L. Cockwell, Director and Chairman
51 Yonge Street, Suite 400, Toronto, Ontario
M5E 1J1, Canada
Corporate Director
Canada
       
David W. Kerr, Director
51 Yonge Street, Suite 400,
Toronto, Ontario M5E 1J1, Canada
Chairman of Halmont Properties Corp.
Canada
       
Brian D. Lawson, Director and President
Brookfield Asset Management, Inc.,
181 Bay Street,
Brookfield Place, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner and Chief Financial Officer of Brookfield
Canada
       
George E. Myhal, Director
Partners Value Investments,
181 Bay Street, Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
President and CEO of Partners Value Investments
Canada
       
Timothy R. Price, Director
51 Yonge Street,
 Suite 400
Toronto, Ontario M5E 1J1, Canada
Chairman, Brookfield Funds
Canada
       
Tony E. Rubin, Treasurer
51 Yonge Street,
Suite 400
Toronto, Ontario M5E 1J1, Canada
Accountant
Canada
       
Lorretta Corso, Secretary
Brookfield Asset Management, Inc.,
181 Bay Street,
Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
Corporate Secretarial Administrator, Brookfield
Canada
       


33

SCHEDULE VIII

TRADING IN SHARES

The Reporting Persons effected the following transactions in Class A Shares of the Issuer during the past 60 days.

Party
Trade Date
Buy / Sell
Number of Shares
Trade Price
Orion US LP
June 29, 2017
Buy
19,535,004
$ 4.75



34




EXHIBIT INDEX


Exhibit
Number
 
Description
     
99.1
 
Joint Filing Agreement
99.2
 
Agreement and Plan of Merger, dated as of March 6, 2017, by and among TerraForm Global, Inc., Orion US Holdings 1 L.P. and BRE GLBL Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed on March 7, 2017)
99.3
 
Voting and Support Agreement, dated March 6, 2017, by and among Orion US Holdings 1 L.P., a Delaware limited partnership, BRE GLBL Holdings Inc., a Delaware corporation, SunEdison, Inc., a Delaware corporation, SunEdison Holdings Corporation, a Delaware corporation, and TerraForm Global, Inc., a Delaware corporation (incorporated herein by reference to Exhibit 2.3 to the Issuer’s Form 8-K filed on March 7, 2017)
99.4
 
Purchase & Sale Agreement, dated May 26, 2017, by and between Orion US Holdings 1 L.P. and Renova Energia, S.A.
99.5
 
Settlement Agreement and Mutual Release, dated as of May 26, 2017, by and between TerraForm Global, Inc., TerraForm Global, LLC, TerraForm Global Brazil Holding B.V., TERP GLBL Brasil I Participacoes Ltda. and Renova Energia, S.A. (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Form 8-K filed on March 30, 2017)
99.6
 
Letter Agreement, dated May 26, 2017, by and between Orion US Holdings 1 L.P. and TerraForm Global, Inc. (incorporated herein by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed on March 30, 2017)

35
EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT
 
Exhibit 99.1

JOINT FILING AGREEMENT


This will confirm the agreement among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Class A common stock, $0.01 par value per share, of TerraForm Global, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Act.

This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

June 30, 2017
 

 
ORION US HOLDINGS 1 L.P., by its general partner,
ORION US GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
ORION US GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
BROOKFIELD INFRASTRUCTURE FUND III GP LLC
 
       
 
By:
/s/Fred Day
 
   
Name: Fred Day
 
   
Title: Vice President
 
       


 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL
CAPITAL ADVISER (CANADA), L.P.,
by its general partner,
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
 
       
 
By:
/s/James Rickert
 
   
Name: James Rickert
 
   
Title: Vice President
 
       






 
BROOKFIELD BRP HOLDINGS (CANADA), INC.
 
       
 
By:
/s/ Andrea Rocheleau
 
   
Name:  Andrea Rocheleau
 
   
Title:    Senior Vice President
 
       


 
BROOKFIELD RENEWABLE ENERGY
 
  L.P., by its general partner, BREP HOLDING  
  L.P., by its general partner, BRP BERMUDA  
  GP LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BREP HOLDING L.P., by its general partner,
 
  BRP BERMUDA GP LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BRP BERMUDA GP LIMITED
 
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BROOKFIELD RENEWABLE PARTNERS
 
  L.P., by its general partner, BROOKFIELD  
  RENEWABLE PARTNERS LIMITED  
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       


 
BROOKFIELD RENEWABLE PARTNERS LIMITED
 
       
 
By:
/s/ Jane Sheere
 
   
Name:  Jane Sheere
 
   
Title:    Secretary
 
       






 
BROOKFIELD ASSET MANAGEMENT INC.
 
       
 
By:
/s/A.J. Silber
 
   
Name: A.J. Silber
 
   
Title: Vice-President, Legal Affairs
 
       


 
PARTNERS LIMITED
 
       
 
By:
/s/Brian D. Lawson
 
   
Name: Brian D. Lawson
 
   
Title: President
 
       



EX-99.4 3 ex99-4.htm PURCHASE AND SALE AGREEMENT
Exhibit 99.4
 
 
PURCHASE & SALE AGREEMENT

THIS AGREEMENT (this “Agreement”) is made on this 26th day of May, 2017,
 
BY AND AMONG:
 
ORION US HOLDINGS 1 L.P., a Delaware limited partnership (“Parent”),
 
RENOVA ENERGIA, S.A., a listed sociedade anonima (S.A.) organized under the laws of Brazil (“Renova”)
 
                                                                                - and -
 
solely for the purpose of providing the guarantee in Section 2(e),
 
BROOKFIELD INFRASTRUCTURE FUND III-A (CR), L.P., a limited partnership organized under the laws of Delaware,
 
BROOKFIELD INFRASTRUCTURE FUND III-A, L.P., a limited partnership organized under the laws of Delaware,
 
BROOKFIELD INFRASTRUCTURE FUND III-B, L.P., a limited partnership organized under the laws of Delaware,
 
BROOKFIELD INFRASTRUCTURE FUND III-D, L.P., a limited partnership organized under the laws of Delaware, and
 
BROOKFIELD INFRASTRUCTURE FUND III-D (CR), L.P., a limited partnership organized under the laws of Delaware.]
 
WHEREAS:
 
A.
As of the date hereof, Renova is the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, a “beneficial owner”) of 20,327,499 shares of Class A common stock, par value US$0.01 per share, of TerraForm Global, Inc., a Delaware corporation (“Global”), (each a “Class A Share”), comprising (i) 19,535,004 Class A Shares (in the aggregate, the “Subject Shares”) and (ii) 792,495 Class A Shares (the “Operational Escrow Shares”) currently held in escrow pursuant to that certain Escrow Agreement, dated as of September 18, 2015, by and among Renova, TerraForm Global Brazil Holding B.V., and Citibank, N.A.
 
B.
Global, Parent and BRE GLBL Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of March 6, 2017, pursuant to which Merger Sub will merge with and into Global.
 



 
C.
Concurrently with the execution and delivery of this Agreement, Global, TerraForm Global, LLC, TerraForm Global Brazil Holding B.V. and TERP GLBL Brasil I Participações Ltda. (together, the “Global Parties”), on the one hand, and Renova, on the other hand, have entered into a Settlement Agreement and Mutual Release, dated as of the date hereof (the “Settlement Agreement”), pursuant to which Renova has agreed to, among other things, provide a full and final release of certain claims against the Global Parties and their respective affiliates and certain related persons or parties, and the Global Parties have agreed to, among other things, (i) provide a full and final release of certain claims against Renova and its affiliates and certain related persons or parties and (ii) pay the Settlement Payment (as defined in the Settlement Agreement) in the amount of US$15,000,000 to Renova.
 
NOW, THEREFORE, the parties hereto hereby agree as follows:
 
1.                   PURCHASE PRICE
 
The purchase price for the Subject Shares is US$4.75 per Subject Share in cash for a total purchase price of US$92,791,269 (the “Purchase Price”).
 
2.                   PURCHASE AND SALE
 
(a)
Subject to the terms and conditions of this Agreement, Parent shall purchase from Renova and Renova shall sell, assign, transfer and deliver the Subject Shares and all of its rights, title and interest therein and thereto, free and clear of all liens, security interests, encumbrances, agreements or other restrictions on the transfer thereof (“Liens”) to Parent.
 
(b)
At the Closing, (i) Parent will pay the aggregate Purchase Price for the Subject Shares, in cash by wire transfer of immediately available funds, to Renova in accordance with the instructions provided by Renova to Parent no later than two (2) business days prior to the Closing and (ii) concurrently therewith Renova will (x) transfer the Subject Shares and all of its rights, title and interest therein and thereto to Parent, free and clear of all Liens, and (y) deliver to Parent all documentation required by Global’s transfer agent for the transfer of the Subject Shares from Renova to Parent, including without limitation (A) a transfer request form, signed by an officer of Renova, providing instructions to such transfer agent regarding the transfer of the Subject Shares to Parent, with a medallion guarantee of the signature on the transfer request form (and such medallion guarantee shall cover the value of the Subject Shares) and (B) a copy of a certified corporate resolution of Renova, dated within 180 days of the date of the transfer request form, authorizing the applicable officer of Renova to effect the transfer of the Subject Shares to Parent ((i) and (ii), collectively, the “Transaction”).
 
(c)
Unless otherwise mutually agreed in writing by the parties hereto the closing of the Transaction (the “Closing”) shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York, at 9:00 AM, local time, on the date that is five business days following the day on which the last to be
 



 
satisfied or waived of the conditions set forth in Section 5 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) has been satisfied or waived in accordance with this Agreement. For purposes of this Agreement, the term “business day” shall mean any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City of New York.
 
(d)
Renova hereby acknowledges and confirms that the payment of the Purchase Price by Parent represents full and final consideration for the Subject Shares and that Renova shall not be entitled to any further consideration or payment with respect to the Subject Shares.
 
(e)
Each of Brookfield Infrastructure Fund III-A (CR), L.P., Brookfield Infrastructure Fund III-A, L.P., Brookfield Infrastructure Fund III-B, L.P., Brookfield Infrastructure Fund III-D, L.P. and Brookfield Infrastructure Fund III-D (CR), L.P. hereby irrevocably and unconditionally guarantees the payment of the Purchase Price by Parent in accordance with this Agreement.
 
3.            RELEASE OF CLAIMS
 
(a)            Effective as of the Closing, Renova, and on behalf of itself and each of its current or former, direct and indirect, parent companies, subsidiaries, and affiliates, and their respective assigns, predecessors, successors, related entities, employees, agents, directors, officers, managers, members, stockholders, partners, insurers, professionals, staff, and other representatives (collectively, the “Renova Releasors”), for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and having been represented by counsel and having been fully and adequately informed as to the facts, circumstances, and consequences of this Agreement, hereby forever irrevocably, fully, and unconditionally release, acquit, remise, and forever discharge Parent, and each of its current, former, and future parent companies, subsidiaries, controlled companies, divisions, affiliates, ventures, predecessors, successors, and related entities, and their respective former and present employees, attorneys, agents, insurers, directors, officers, trustees, principals, members, managers, stockholders, owners, partners, insurers, professionals, staff, spouses, heirs, executors, administrators, and other representatives, successors, and assigns (other than SunEdison, Inc. in each case) (collectively, the “Parent Releasees”), from and against any and all claims, liens, demands, charges, actions, causes of action, suits, legal proceedings, arbitration proceedings or claims in arbitration, or otherwise in nature, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, indemnities, variances, trespasses, damages whenever incurred, costs, expenses, attorneys’ fees, compensation, fines, penalties, losses, judgments, extents, executions, obligations, complaints, and liabilities of any kind, nature, or description, in any capacity whatsoever, whether in law or in equity, whether compulsory or permissive, whether sounding in tort, contract, statutory, or regulatory violation, claims for contribution, or otherwise, under the laws of any jurisdiction of the United States, Brazil or any other country in the world, that the Renova Releasors, or any of them, ever had, now have, or hereafter can, shall or
 






may have, whether known or unknown, discovered or undiscovered, suspected or unsuspected, foreseen or unseen, vested or contingent, accrued or unaccrued, liquidated or unliquidated, asserted or unasserted, matured or unmatured, direct or indirect, derivative or subrogated, individual, class, representative, or other capacity from the beginning of the world to any and all dates in the future against the Parent Releasees, or any of them individually, collectively, or in any combination, directly or indirectly, that arise out of, are based upon or relate in any way to the Disputes (as defined in the Settlement Agreement), including but not limited to the Renova Claims (as defined in the Settlement Agreement) the Global Claims (as defined in the Settlement Agreement), and the SSA Claims (as defined in the Settlement Agreement) and to, in whole or in part, facts, occurrences, transactions, statements, events, conduct or other matters described, referenced, alleged in or relating in any way to the Disputes and any and all claims for non-contractual indemnification, contribution or related claims that have been, or could be, asserted by Renova or its affiliates against the Parent Releasees with respect to the Disputes; provided, however, that nothing in this Section 3(a) shall affect the obligations of the parties hereto under this Agreement or Renova’s obligations under the Settlement Agreement, or release any claim to enforce this Agreement or the Settlement Agreement.
 
(b)            Effective as of the Closing, Parent, and on behalf of itself and each of its current or former, direct and indirect, parent companies, subsidiaries, and affiliates, and their respective assigns, predecessors, successors, related entities, employees, agents, directors, officers, managers, members, stockholders, partners, insurers, professionals, staff, and other representatives (collectively, the “Parent Releasors”), for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and having been represented by counsel and having been fully and adequately informed as to the facts, circumstances, and consequences of this Agreement, hereby forever irrevocably, fully, and unconditionally release, acquit, remise, and forever discharge Renova, and each of its current, former, and future parent companies, subsidiaries, controlled companies, divisions, affiliates, ventures, predecessors, successors, and related entities, and their respective former and present employees, attorneys, agents, insurers, directors, officers, trustees, principals, members, managers, stockholders, owners, partners, insurers, professionals, staff, spouses, heirs, executors, administrators, and other representatives, successors, and assigns (collectively, the “Renova Releasees”), from and against any and all claims, liens, demands, charges, actions, causes of action, suits, legal proceedings, arbitration proceedings or claims in arbitration, or otherwise in nature, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, indemnities, variances, trespasses, damages whenever incurred, costs, expenses, attorneys’ fees, compensation, fines, penalties, losses, judgments, extents, executions, obligations, complaints, and liabilities of any kind, nature, or description, in any capacity whatsoever, whether in law or in equity, whether compulsory or permissive, whether sounding in tort, contract, statutory, or regulatory violation, claims for contribution, or otherwise, under the laws of any jurisdiction of the United States, Brazil or any other country in the world, that the Parent Releasors, or any of them, ever had, now have, or hereafter can, shall or may have, whether known or unknown, discovered or undiscovered, suspected or unsuspected, foreseen or unseen, vested or contingent, accrued or unaccrued, liquidated or unliquidated, asserted or unasserted, matured or unmatured, direct or indirect, derivative or subrogated, individual,
 
 

 

 
 
class, representative, or other capacity from the beginning of the world to any and all dates in the future against the Renova Releasees, or any of them individually, collectively, or in any combination, directly or indirectly, that arise out of, are based upon or relate in any way to the Disputes (as defined in the Settlement Agreement), including but not limited to the Renova Claims (as defined in the Settlement Agreement), the Global Claims (as defined in the Settlement Agreement), and the SSA Claims (as defined in the Settlement Agreement) and to, in whole or in part, facts, occurrences, transactions, statements, events, conduct or other matters described, referenced, alleged in or relating in any way to the Disputes and any and all claims for non-contractual indemnification, contribution or related claims that have been, or could be, asserted by Parent or its affiliates against the Renova Releasees with respect to the Disputes; provided, however, that nothing in this Section 3(b) shall affect the obligations of the parties hereto under this Agreement or release any claim to enforce this Agreement or the Settlement Agreement.
 
4.            REPRESENTATIONS AND WARRANTIES
 
(a)
Renova hereby represents and warrants to Parent that, as of the date hereof and as of the Closing:
 
(i)
Renova is the sole record and beneficial owner of the Subject Shares and has good and marketable title to such Subject Shares, which shall be free and clear of any Liens as of the Closing, and Renova is not the record or beneficial owner of any Class A Shares other than the Subject Shares and the Operational Escrow Shares or of any other equity securities, or securities convertible into or options or other rights to acquire any equity securities, of Global. Without limiting the foregoing, Renova represents and warrants to Parent that:
 
(1)
the security interest in the Subject Shares granted to TerraForm Global, LLC (the “Security Interest”), pursuant to Section 2.5 of the Omnibus Closing Agreement, dated as of September 18, 2015, by and among TerraForm Global, LLC, Global, SunEdison, Inc., TerraForm Global Brazil Holding B.V., TERP GLBL Brasil I Participações Ltda. and Renova (the “Omnibus Agreement”), shall have been validly terminated and released in full as of the Closing;
 
(2)
all Uniform Commercial Code financing statements filed with respect to the Security Interest shall have been validly terminated as of the Closing; and
 
(3)
all restrictions on the transfer of the Subject Shares set forth in the Omnibus Agreement shall have been validly terminated as of the Closing.
 
(ii)
Renova is validly existing and in good standing under the Laws (as defined in Section 5(a)(i)) of the jurisdiction of its organization and has all requisite corporate or similar power and authority and has taken all
 






corporate or similar action necessary in order to authorize, execute and deliver this Agreement, perform its obligations under this Agreement and consummate the Transaction.
 
(iii)
This Agreement has been duly authorized, executed and delivered by Renova and, assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding obligation of Renova, enforceable against Renova in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.
 
(iv)
The execution, delivery and performance of this Agreement by Renova do not, and the consummation of the Transaction by Renova will not, constitute or result in (i) a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing documents of Renova, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default or loss of a benefit pursuant to any contractual obligation to which Renova or any of its subsidiaries is a party or (iii) a violation of any provision of Law applicable to Renova or any of its properties or assets, except, in the case of clauses (ii) and (iii) above, as, individually or in the aggregate, would not reasonably be expected to prevent, impair, impede, delay or frustrate the ability of Renova to perform its obligations hereunder on a timely basis.
 
(v)
Other than filings under the Securities Exchange Act of 1934, no action by (including any authorization, notice, consent or approval) or in respect of, and no filing with, any domestic, foreign or supranational governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental or quasi-governmental entity or arbitral body (each a “Governmental Entity”) is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by Renova of this Agreement and the consummation of the Transaction by Renova.
 
(b)
Parent hereby represents and warrants to Renova that, as of the date hereof and as of the Closing:
 
(i)
Parent is validly existing and in good standing under the Laws of the jurisdiction of its organization and has all requisite corporate or similar power and authority and has taken all corporate or similar action necessary in order to authorize, execute and deliver this Agreement, perform its obligations under this Agreement and consummate the Transaction.
 
(ii)
This Agreement has been duly authorized, executed and delivered by Parent and, assuming the due authorization, execution and delivery of this
 






Agreement by Renova, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.
 
(iii)
The execution, delivery and performance of this Agreement by Parent do not, and the consummation of the Transaction by Parent will not, constitute or result in (i) a breach or violation of, or a default under, the certificate of incorporation or bylaws or comparable governing documents of Parent, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default or loss of a benefit pursuant to any contractual obligation to which Parent or any of its subsidiaries is a party or (iii) a violation of any provision of Law applicable to Parent or any of its properties or assets, except, in the case of clauses (ii) and (iii) above, as, individually or in the aggregate, would not reasonably be expected to prevent, impair, impede, delay or frustrate the ability of Parent to perform its obligations hereunder on a timely basis.
 
(iv)
Other than filings under the Securities Exchange Act of 1934, no action by (including any authorization, notice, consent or approval) or in respect of, and no filing with, any Governmental Entity is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by Parent of this Agreement and the consummation of the Transaction by Parent.
 
5.            CONDITIONS TO CLOSING
 
(a)
The respective obligation of Renova and Parent to consummate the Transaction is subject to the satisfaction or waiver prior to the Closing (or, with respect to conditions that by their nature are to be satisfied at the Closing, subject to the satisfaction or waiver of such conditions at the Closing) of each of the following conditions:
 
(i)
No court or other Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits the consummation of the Transaction. “Law” means any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity.
 
(ii)
The Settlement Agreement shall have been duly authorized, executed and delivered by the parties thereto and shall be in full force and effect and enforceable against the parties in accordance with its terms.
 






(iii)
At the Closing, the Effective Time (as defined in the Settlement Agreement) shall have occurred.
 
(b)
The obligation of Parent to consummate the Transaction is also subject to the satisfaction or waiver by Parent prior to the Closing (or, with respect to conditions that by their nature are to be satisfied at the Closing, subject to the satisfaction or waiver by Parent of such conditions at the Closing) of each of the following conditions:
 
(i)
Renova shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
 
(ii)
The representations and warranties of Renova set forth in Section 4(a) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of such date, except where made only as of a specified date, such representations and warranties shall be true and correct only as of such date.
 
(iii)
Parent shall have received a certificate, dated as of the date of the Closing and signed on behalf of Renova by an executive officer of Renova, that the conditions set forth in Sections 5(b)(i) and 5(b)(ii) have been satisfied.
 
(c)
The obligation of Renova to consummate the Transaction is also subject to the satisfaction or waiver by Renova prior to the Closing (or, with respect to conditions that by their nature are to be satisfied at the Closing, subject to the satisfaction or waiver by Renova of such conditions at the Closing) of each of the following conditions:
 
(i)
Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing.
 
(ii)
The representations and warranties of Parent set forth in Section 4(b) of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of such date.
 
(iii)
Renova shall have received a certificate, dated as of the date of the Closing and signed on behalf of Parent by an executive officer of Parent, that the conditions set forth in Sections 5(c)(i) and 5(c)(ii) have been satisfied.
 
6.                   MISCELLANEOUS
 
(a)
Except as otherwise provided herein, this Agreement (together with the certificates delivered pursuant hereto) shall constitute the entire agreement among the parties hereto and supersedes all other prior or contemporaneous agreements, understandings, representations and warranties, both written and oral, among the
 




 
parties in connection herewith. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT NOR RENOVA MAKES OR RELIES ON ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES OR INDUCEMENTS, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY OTHER INFORMATION MADE BY, OR MADE AVAILABLE BY, ITSELF OR ANY OF ITS REPRESENTATIVES, WITH RESPECT TO, OR IN CONNECTION WITH, THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE TRANSACTION, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING. Each party hereto acknowledges that the other party and its affiliates currently may have and may, during the term of this Agreement, come into possession of information with respect to the Subject Shares or to Global or its affiliates that is not known to such party and that may be material to a decision to buy, sell, hold or offer to buy or sell, as applicable, the Subject Shares and any other securities of Global. Each party hereto has determined to enter into this Agreement notwithstanding the foregoing, and the other party and its affiliates shall have no liability to such party or any of its affiliates with respect to any such matter or otherwise arising from any such information and shall have no obligation whatsoever to share such information with such party at any time. Each party hereto shall have no recourse to or indemnity from the other party or any of its affiliates arising from the performance of this Agreement.
 
(b)
Subject to the provisions of applicable law, the parties hereto may modify or amend this Agreement only by written agreement executed and delivered by each party hereto.
 
(c)
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by email delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
 
(d)
The parties hereto acknowledge that this Agreement shall be deemed made and entered into in the State of New York and shall be governed by and in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof that would result in the application of the law of another jurisdiction.
 






(e)
The parties hereto hereby irrevocably submit to the exclusive personal jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that such courts are an inconvenient forum, or that the venue of such courts may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard in such a court of the State of New York or the United States District Court for the Southern District of New York. The parties hereto hereby consent to and grant any such court jurisdiction, to the extent permitted by law, over the subject matter of such action, suit or proceeding and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 6(g) shall be valid, effective and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(e). For the avoidance of doubt, the parties acknowledge and agree that this Section 6(e) is not intended to waive, modify, or displace the dispute resolution clauses in the Agreements (as defined in the Settlement Agreement).
 
(f)
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that monetary damages would not be an adequate remedy therefor. Accordingly, each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Agreement (including the obligation of the parties hereto to consummate the Transaction in accordance with the terms and subject to the conditions of this Agreement), the non-breaching party shall be entitled (in
 






addition to any other remedy that may be available to it whether at law or in equity, including monetary damages) to (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and (ii) an injunction restraining such breach or threatened breach. In the event that any action is brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. Each party further agrees that no other party or any other person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6(f), and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
 
(g)
Unless otherwise noted, any notice or correspondence under this Agreement shall be sent by a nationally recognized overnight courier to the parties’ designated recipients at the addresses set out below or such other addresses or recipients designated by a party by written notice from time to time:
 
Notices to Renova shall be sent to the attention of:
 
Renova Energia S.A.
Avenida Roque Petroni Junior, 850, 14th floor
São Paolo, SP, Brazil
Attn: General Counsel, Gustavo Henrique Simoes dos Santos
 
With a copy to:
 
Tai-Heng Cheng, Esq.
Quinn Emanuel Urquhart & Sullivan, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
 
Notices to Parent shall be sent to the attention of:
 
c/o Brookfield Asset Management Inc.
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Attention: Jennifer Mazin
Telephone: (416) 363-9491
Email: jennifer.mazin@brookfield.com;
 
(with a copy to (which shall not constitute notice)
 
Cravath, Swaine & Moore LLP
825 Eighth Avenue,
New York, NY 10019
Attention: Richard Hall
 

 

 



 

 
    Joel Herold
Facsimile:  (212) 474-3700
Telephone: (212) 474-1000
Email:  rhall@cravath.com
            jherold@cravath.com)
 
(h)
This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.
 
(i)
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.
 
(j)
Section headings in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the word “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.” The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
 
(k)
This Agreement shall not be assignable by operation of law or otherwise; provided, however, that Parent may, upon written notice to Renova, assign this Agreement to a controlled affiliate of Brookfield Asset Management Inc.
 
[Signature page follows]
 






IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.
 
 
ORION US HOLDINGS 1 L.P.,
by its general partner, ORION US GP LLC
 
       
       
 
By:
/s/ Andrea Rocheleau  
    Name:  Andrea Rocheleau   
    Title:     Senior Vice President   
       
 
 
 
BROOKFIELD INFRASTRUCTURE FUND III-A (CR), L.P.
 
BROOKFIELD INFRASTRUCTURE FUND III-A, L.P.
 
BROOKFIELD INFRASTRUCTURE FUND III-B, L.P.
 
BROOKFIELD INFRASTRUCTURE FUND III-D, L.P.
 
BROOKFIELD INFRASTRUCTURE FUND III-D (CR), L.P.
 
Each by: Brookfield Infrastructure Fund III GP LLC, its general partner

 
 
By:
/s/ Fred Day   
    Name: Fred Day  
    Title: Vice President   
       
 
 
 
  RENOVA ENERGIA, S.A.  
       
       
 
By:
/s/ Cristiano Correa de Barros  
    Name:  Cristiano Correa de Barros   
    Title:    Chief Financial Officer   
 
       
 
By:
/s/ Carlos Figueiredo Santos  
    Name:  Carlos Figueiredo Santos  
    Title:    Chief Executive Officer