AI assistant
BROOKFIELD Corp /ON/ — Major Shareholding Notification 2018
Jun 6, 2018
29863_mrq_2018-06-06_9d55ba69-567c-4891-a544-409e56ffaa99.zip
Major Shareholding Notification
Open in viewerOpens in your device viewer
SC 13D/A 1 sc13da.htm AMENDMENT NO. 15 Licensed to: Cravath, Swaine & Moore LLP Document created using EDGARfilings PROfile 4.4.0.0 Copyright 1995 - 2018 Broadridge
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
| 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 5, 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 | |
|---|---|---|
| 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 | |
| 75,594,459 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (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) | |
| 51.05% (2) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| CO |
(1) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
CUSIP No. 88104R209
| 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 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 | |
| 75,594,459 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (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) | |
| 51.05% (2) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| CO |
(1) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
CUSIP No. 88104R209
| 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 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 | |
| 75,594,459 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (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) | |
| 51.05% (2) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| PN |
(1) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
CUSIP No. 88104R209
| 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 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 | |
| 75,594,459 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (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) | |
| 51.05% (2) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
CUSIP No. 88104R209
| 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 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 | |
| 75,594,459 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (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) | |
| 51.05% (2) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
(1) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
CUSIP No. 88104R209
| 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 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 | |
| 75,594,459 (1)(2) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 75,594,459 (1)(2) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75,594,459 (1)(2) | ||
| 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) | |
| 51.05% (3) | ||
| 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) Excludes 60,975,609 Class A Shares the subject of the Back-Stop, as discussed in Item 4 of this Amendment No. 15. The Reporting Persons disclaim beneficial ownership over such Class A Shares.
(3) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 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.
This Amendment No. 15 (this “ Amendment No. 15 ” ) 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 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 and Amendment No. 14 to the Original Schedule 13D filed on May 29, 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.
This Amendment No. 15 hereby amends Items 4 and 6 of the Amended Schedule 13D as follows:
Item 4. Purpose of Transaction.
Item 4 of the Amended Schedule 13D is hereby amended by adding the following:
On June 5, 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 ”), between Brookfield Asset Management, Inc. and the Issuer, the Issuer exercised the Back-Stop (as defined in the Support Agreement). Pursuant to the Back-Stop, Brookfield or one or more of its affiliates will purchase an aggregate of 60,975,609 Class A Shares at a price per share of $10.66 (the “ Brookfield Purchase ”). The Brookfield Purchase is expected to close on or about June 8, 2018.
Except as described in this Amendment No. 15 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 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. 15 is incorporated by reference into Item 6 of the Amended Schedule 13D.
Except as described in this Amendment No. 15 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.
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 5, 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 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 |