SEC Form 4 · accession 0000950157-18-000611
TerraForm Power, Inc. · TERP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BROOKFIELD ASSET MANAGEMENT INC.
10% Owner
Partners Ltd
10% Owner
ORION US HOLDINGS 1 L.P.
10% Owner
ORION US GP LLC
10% Owner
Period of report
Jun 11, 2018
Accepted (ET)
Jun 12, 2018 · 6:19 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Class A, $0.01 par valueF4,F2,F3,F1 | Jun 11, 2018 | P | 31,097,561 | $10.66 | A | 106,692,020 | I | Owned by Orion US Holdings 1 L.P. |
| Common Stock, Class A, $0.01 par valueF5,F2,F3,F1 | Jun 11, 2018 | P | 29,878,048 | $10.66 | A | 29,878,048 | I | Owned by Brookfield BRP Holdings (Canada) Inc. |
Table II — derivative securities
No Table II lines on this filing.
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. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) Brookfield Asset Management Inc. ("Brookfield"); and (vii) Partners Limited ("Partners"). 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 LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an indirect wholly-owned subsidiary of Brookfield and indirect limited partner of Orion US LP; Brookfield, as the ultimate parent of BRPHC, BIF and BAMPIC Canada; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.
- F4On 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 at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop (as defined in the Support Agreement).
- F5On June 11, 2018, pursuant to the Support Agreement, BRPHC purchased 29,878,048 Class A Shares at a price per share of $10.66 in connection with TerraForm Power Inc.'s exercise of the Back-Stop.