SEC Form 4 · accession 0000950157-17-000668

TerraForm Power, Inc. · TERP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
• F2Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
• F3The following Reporting Persons may be deemed to beneficially own the securities held by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
• F4The following Reporting Persons may be deemed to beneficially own securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
• F5On May 16, 2017, the cash-settled total return swap agreement ("Swap I") reported in Table II, with aggregate economic exposure to 2,366,340 notional underlying shares of Class A common stock, par value $0.01 per share, of the Issuer (each, a "Class A Share") and held by Orion US Holdings 1 L.P. was amended, which may be deemed to have resulted in the simultaneous cancellation of Swap I and entry into a new cash-settled total return swap ("New Swap I") on substantially the same terms and conditions as those for Swap I, other than the expiration date, which, for purposes of New Swap I, would be the earlier of (i) the date on which the Effective Time (as defined in the Merger and Sponsorship Transaction Agreement, dated March 6, 2017, by and among the Issuer, Orion US Holdings 1 L.P. and BRE TERP Holdings Inc.) occurs or (ii) a range of expiration dates of March 26, 2018 through March 29, 2018. Swap I previously had a range of expiration dates of May 17, 2017 to May 22, 2017.
• F6The reporting of the transactions described in footnote 5 above on this Form 4 is not to be construed as an admission by any Reporting Person that the amendment of Swap I as described above resulted in the cancellation of Swap I and entry into New Swap I.
• F7On May 17, 2017, the cash-settled total return swap agreement reported in Table II, with aggregate economic exposure to 175,000 notional underlying Class A Shares and held by Brookfield Credit Opportunities Master Fund, L.P. ("Swap II"), under which the relevant Reporting Persons have entered into multiple individual swap transactions, expired and terminated by cash-settlement with respect to an aggregate of 25,000 notional underlying Class A Shares. Under Swap II, the Reporting Persons have a remaining aggregate economic exposure to 150,000 notional underlying Class A Shares, with an expiration date of June 7, 2017.
• F8Table II describes the position of the relevant Reporting Persons under each of New Swap I and Swap II, under each of which the relevant Reporting Persons have entered into multiple individual swap transactions, including the aggregate economic exposure based on the number of underlying shares of the Issuer, weighted average unit cost per underlying share and the earliest expiration date.
• F9New Swap I and Swap II do not provide the Reporting Persons with any voting or dispositive power over any shares held by the counterparties and do not require the counterparties thereto to acquire, hold, vote or dispose of any shares of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Class A Shares that may be referenced in New Swap I or Swap II or any other securities that may be held from time to time by the counterparties to New Swap I and Swap II.