BROOKFIELD Corp /ON/ - Major Shareholding Notification 2018

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

TerraForm Power, Inc.
(Name of Issuer)
Common stock, Class A, $0.01 par value
(Title of Class of Securities)
88104R209
(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, 2018
(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. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		136,570,068
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		136,570,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	136,570,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	☐
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	65.33% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		136,570,068
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		136,570,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	136,570,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	☐
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	65.33% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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)
	BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		136,570,068
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		136,570,068
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	136,570,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	65.33% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	BBHC ORION HOLDCO 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)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		29,878,048
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		29,878,048
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	29,878,048
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.29% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		106,692,020
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		106,692,020
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	106,692,020
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	51.03% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		106,692,020
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		106,692,020
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	106,692,020
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	51.03% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		106,692,020
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		106,692,020
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	106,692,020
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	51.03% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 88104R209

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
		106,692,020 (1)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER
		106,692,020 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	106,692,020 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	51.03% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) 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.

(2) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

This Amendment No. 17 (this “ Amendment No. 17 ” ) to Schedule 13D is being filed by Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Fund III GP LLC, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield BRP Holdings (Canada) Inc., Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 29, 2016 (the “ Original Schedule 13D ” ), as amended by Amendment No. 1 to the Original Schedule 13D, filed on July 22, 2016, Amendment No. 2 to the Original Schedule 13D, filed on October 19, 2016, Amendment No. 3 to the Original Schedule 13D, filed on November 10, 2016, Amendment No. 4 to the Original Schedule 13D, filed on November 18, 2016, Amendment No. 5 to the Original Schedule 13D, filed on December 5, 2016, Amendment No. 6 to the Original Schedule 13D, filed on January 10, 2017, Amendment No. 7 to the Original Schedule 13D, filed on January 23, 2017, Amendment No. 8 to the Original Schedule 13D, filed on February 21, 2017, Amendment No. 9 to the Original Schedule 13D, filed on March 8, 2017, Amendment No. 10 to the Original Schedule 13D, filed on May 17, 2017, Amendment No. 11 to the Original Schedule 13D, filed on October 17, 2017, Amendment No. 12 to the Original Schedule 13D, filed on October 18, 2017, Amendment No. 13 to the Original Schedule 13D, filed on February 7, 2018, Amendment No. 14 to the Original Schedule 13D filed on May 29, 2018, Amendment No. 15 to the Original Schedule 13D filed on June 6, 2018 and Amendment No. 16 to the Original Schedule 13D, filed on June 12, 2018 (as so amended, the “ Amended Schedule 13D ” ), with respect to beneficial ownership of the shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc., a corporation organized under the laws of the state of Delaware (the “ Issuer ”).

This Amendment No. 17 hereby amends Items 2(a)-(b), 3, 4, 5(a)-(c), 6 and 7 of the Amended Schedule 13D as follows:

Item 2. Identity and Background

Item 2(a)-(b) of the Amended Schedule 13D is hereby amended and restated by deleting it in its entirety and substituting the following in lieu thereof:

(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 directly owned 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 owned 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) BBHC Orion Holdco L.P., a limited partnership formed under the laws of the Province of Ontario, Canada (“ BBHC LP ”), with respect to the Class A Shares of the Issuer directly owned by it;

(vi) Brookfield BRP Holdings (Canada) Inc., a corporation formed under the laws of the Province of Ontario, Canada, ( “ BRPHC ” ), which is a wholly owned subsidiary of Brookfield and sole limited partner and indirect sole general partner of BBHC LP, with respect to Class A Shares of the Issuer held by Orion US LP and BBHC LP;

(vii) Brookfield Asset Management, Inc., a corporation formed under the laws of the Province of Ontario, Canada ( “ Brookfield ” ), which is the ultimate parent of BIF, BAMPIC Canada and BRPHC and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and

(viii) Partners Limited, a corporation formed under the laws of the Province of Ontario, Canada ( “ Partners ” ). 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.

Schedules I, II, III, IV and V 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, BRPHC, Brookfield and Partners, respectively, and the principal occupations and addresses of such directors and executive officers.

The Reporting Persons are making this single, joint filing because they are deemed to constitute a “ group ” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly is attached hereto as Exhibit 99.20.

(b) The principal business of Orion US LP is investing in securities. 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 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 BRPHC is that of a holding company. The principal business of BBHC LP is to invest in securities. The principal business of Brookfield is to invest in and operate businesses in the real estate, renewable power, infrastructure and private equity sectors. The principal business of Partners is that of a holding company. The principal business address of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Amended Schedule 13D is hereby amended and restated by deleting it in its entirety and substituting the following in lieu thereof:

Of the Class A Shares reported to be beneficially owned by the Reporting Persons, 10,450,000 Class A Shares were acquired in the open market for an aggregate consideration of $93,219,263 (including brokerage commission), and 65,144,459 Class A Shares reported to be beneficially owned by the Reporting Persons were acquired in connection with the consummation of the Merger for an aggregate consideration of $620,175,250.

The remaining 60,975,609 Class A Shares reported to be beneficially owned by the Reporting Persons were initially acquired in connection with the Brookfield Purchase for an aggregate consideration of $649,999,992. All such purchases of Class A Shares were funded from available liquidity, which includes (i) a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties (the “ Orion Revolver ” ) and (ii) a revolving syndicated credit facility to which BRPHC and its affiliated entities are parties (the “ BRPHC Revolver ” ). The Orion Revolver 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%. As capital is called from committed limited partner investors, such investment capital will be used to repay the Orion Revolver. The BRPHC Revolver has a stated maturity date of June 30, 2023, a total aggregate principal amount of $1,600,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.20%.

The 29,878,048 Class A Shares initially acquired by BRPHC in the Brookfield Purchase (the “BRPHC Shares”) were subsequently contributed to BBHC LP on June 29, 2018 (the “Share Contribution”). In exchange for the BRPHC Shares, BRPHC received 100 limited partnership units of BBHC LP valued at $318,499,991.68 and BRPHC’s limited partner’s capital account was credited with $318,499,991.68.

Item 4. Purpose of Transaction.

Item 4 of the Amended Schedule 13D is hereby amended by adding the following:

On June 29, 2018, BRPHC, as limited partner, Orion Canadian AIV GP Inc., as general partner, and BBHC LP entered into a contribution agreement (the “Contribution Agreement”), pursuant to which BRPHC contributed the BRPHC Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68. BRPHC’s limited partner’s capital account was credited with $318,499,991.68. The foregoing description of the Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Contribution Agreement attached hereto as Exhibit 99.21 and incorporated by reference herein.

In connection with the Share Contribution, on June 29, 2018, BRPHC assigned to BBHC LP its rights under the Registration Rights Joinder, dated June 11, 2018, to the Registration Rights Agreement, dated October 16, 2017, between Orion US LP and the Issuer (the “Registration Rights Agreement” ). Such assignment was made pursuant to a Registration Rights Assignment Agreement, dated June 29, 2018, by and among BRPHC, BBHC LP and the Issuer (the “Registration Rights Assignment Agreement”), pursuant to which BBHC LP is subject to and bound by all the terms and conditions of the Registration Rights Agreement as a Holder (as defined in the Registration Rights Agreement). The foregoing description of the Registration Rights Assignment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Assignment Agreement attached hereto as Exhibit 99.22 and incorporated by reference herein.

On June 29, 2018, BBHC LP, BRPHC, Orion US LP and the Issuer also entered into a joinder (the “Governance Agreement Joinder” ) to the Governance Agreement, dated October 16, 2017, between the Issuer and Orion US LP, as supplemented by the joinder dated June 11, 2018, between BRPHC, Orion US LP and the Issuer (as so supplemented, the “Governance Agreement” ). Pursuant to the Governance Agreement Joinder, BBHC LP is subject to and bound by all the terms and conditions of the Governance Agreement as a Sponsor Party (as defined in the Governance Agreement). The foregoing description of the Governance Agreement Joinder does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Governance Agreement Joinder attached hereto as Exhibit 99.23 and incorporated by reference herein.

Except as described in this Amendment No. 17 and the Amended Schedule 13D, the Reporting Persons have no plans or proposals which relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans or proposals, subject to compliance with applicable laws).

Item 5. Interest in Securities of the Issuer

Item 5(a)-(c) of the Amended Schedule 13D are hereby amended and restated by deleting them in their entirety and substituting the following in lieu thereof:

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Amended Schedule 13D relates is 136,570,068 shares, constituting 65.33% of the Issuer ’ s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US LP and BRPHC, respectively, in the Brookfield Purchase. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

If the Reporting Persons are deemed to be members of a “ group, ” within the meaning of the Act, such “ group ” shall be deemed to beneficially own 136,570,068 Class A Shares, which represents 65.33% of the Issuer ’ s outstanding Class A Shares.

(i) Orion US LP

(a) As of June 29, 2018, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

(b) Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 106,692,020 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 29, 2018, Orion US GP may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

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 29, 2018, BIF may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

(iv) BAMPIC Canada

(a) As of June 29, 2018, BAMPIC Canada may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%

(v) BRPHC

(a) As of June 29, 2018, BRPHC may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

(b) Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer

(vi) BBHC LP

(a) As of June 29, 2018, BBHC LP may be deemed the beneficial owner of 29,878,048 Class A Shares of the Issuer, constituting a percentage of 14.29%

(b) Sole voting power to vote or direct vote: 0 Shared voting power to vote or direct vote: 29,878,048 Class A Shares of the Issuer Sole power to dispose or direct the disposition: 0 Shared power to dispose or direct the disposition: 29,878,048 Class A Shares of the Issuer

(vii) Brookfield

(a) As of June 29, 2018, Brookfield may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

(viii) Partners

(a) As of June 29, 2018, Partners may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%

(c) On June 11, 2018, pursuant to the Support Agreement, dated February 6, 2018, as amended by the Support Agreement Amendment, dated May 28, 2018 (as so amended, the “Support Agreement”) Orion US LP purchased 31,097,561 Class A Shares and BRPHC purchased 29,878,048 Class A Shares, in each case at a price per share of $10.66 (the “Brookfield Purchase”), in connection with the Issuer’s exercise of the Back-Stop (as defined in the Support Agreement). On June 29, 2018, BRPHC, as limited partner, contributed 29,878,048 Class A Shares to BBHC LP, as discussed in Item 4 of this Amendment No.17.

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

Item 6 of the Amended Schedule 13D is hereby amended by adding the following:

The information set forth in Item 4 of this Amendment No. 17 is incorporated by reference into Item 6 of the Amended Schedule 13D.

Except as described in this Amendment No. 17 and the Amended Schedule 13D, the Reporting Persons are not currently parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

Item 7. Materials to Be Filed as Exhibits.

99.20	Joint Filing Agreement, dated June 29, 2018, by and among Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Partners Fund III GP LLC, Brookfield Asset Management Private Institutional Adviser (Canada), L.P., BBHC Orion Holdco L.P., Brookfield BRP Holdings (Canada) Inc., Brookfield Asset Management Inc. and Partners Limited
99.21	Contribution Agreement, dated June 29, 2018, by and among Brookfield BRP Holdings (Canada) Inc., Orion Canadian AIV GP Inc. and BBHC Orion Holdco L.P.
99.22	Registration Rights Assignment Agreement, dated June 29, 2018, by and among Brookfield BRP Holdings (Canada) Inc., BBHC Orion Holdco L.P. and TerraForm Power, Inc.
99.23	Joinder Agreement, dated June 29, 2018, by and among Orion US Holdings 1 L.P., Brookfield BRP Holdings (Canada) Inc., BBHC Orion Holdco L.P. and TerraForm Power, Inc.

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 29, 2018

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: Senior Vice President

BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: Senior Vice President and Secretary

BBHC ORION HOLDCO L.P., by its general partner, ORION CANADIAN AIV GP INC.

By:
Name: Adrienne Moore
Title: Vice President

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

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	Managing Director 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	Managing Director of Brookfield	U.S.A.
Julian Deschatelets, Senior Vice President	181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada	Managing Director of Brookfield	Canada
Andrea Rocheleau, Senior Vice President	41 Victoria Street Gatineau, Qu é bec J8X 2A1, Canada	Managing Director of Brookfield	Canada
William Fyfe, Assistant Secretary	181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada	Vice President of Brookfield	Canada

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	Senior 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	1200 Smith Street Suite 1200 Houston, TX 77002	Managing Director 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.

SCHEDULE III

BROOKFIELD BRP HOLDINGS (CANADA) INC.

Name and Position of Officer or Directo r	Principal Business Address	Principal Occupation or Employment	Citizenship
Edward Kress, Director and Chairman	51 Yonge St, 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 Tucson, AZ 85718	Financial Consultant, Ozona Corporation	U.S.A.
Harry Goldgut, Vice Chairman	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Vice Chairman, Infrastructure and Power	Canada
Richard Legault, Vice Chairman	41 Victoria Street Gatineau, Quebec J8X 2A1, Canada	Executive Chairman, Renewable Power	Canada
Sachin Shah, Chief Executive Officer	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada
Wyatt Hartley, Chief Financial Officer	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Managing Director of Brookfield	Canada
Jennifer Mazin, Senior Vice President & Secretary	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Managing Partner of Brookfield	Canada

SCHEDULE IV

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 Vice Chairman	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	10 Avoca Avenue Unit 1904 Toronto, Ontario M4T 2B7, Canada	Corporate Director of Brookfield and former President, Latin America, Africa and Middle East of General Motors Corporation	Canada
Murilo Ferreira, Director	Rua General Ven ã ncio Flores 50 Cob. 01 Leblon, Rio de Janiero- RJ 22441-090	Corporate Director	Brazil
J. Bruce Flatt, Director, 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
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, Director, 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

Name and Position of Officer or Director	Principal Business A d dress	Principal Occupation or Employment	Citizenship
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	168 Robinson Road #37 - 01 Capital Tower Singapore 068912	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
A.J. Silber, Vice-President, Legal Affairs	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Vice-President, Legal Affairs of Brookfield	Canada
Rafael Miranda Director	C/Santiago de Compostela 100 Madrid, Spain 23085	Former Chief Executive Officer of Endesa, S.A.	Spain

SCHEDULE V

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 Fund Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada	Director of Partners Limited	Canada
Timothy R. Price, Director	51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada	Chairman, Brookfield Funds	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

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BROOKFIELD Corp /ON/ Major Shareholding Notification 2018

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BROOKFIELD Corp /ON/ — Major Shareholding Notification 2018

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