13D Filing: Appaloosa Investment Limited Partnership I and Terraform Power Inc. (NASDAQ:TERP)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549

_________________________

SCHEDULE
13D (Rule 13d-101)

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No.  10 )*

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.
[   ]

Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.

*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
(“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock
(as defined herein) of the Issuer (as defined herein) outstanding as of January 31, 2017, based on information disclosed by the
Issuer in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed February 24, 2017.

 ⁽¹⁾ The percentage
set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of the Issuer outstanding as
of January 31, 2017, based on information disclosed by the Issuer in the Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2016, filed February 24, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2017, based on information disclosed by the
Issuer in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed February 24, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2017, based on information disclosed by the Issuer in
the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed February 24, 2017. 

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of
the Issuer outstanding as of January 31, 2017, based on information disclosed by the Issuer in the Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2016, filed February 24, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2017, based on information disclosed by the Issuer
in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed February 24, 2017.

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,101,476 shares of Class A Common Stock of the Issuer outstanding as of January 31, 2017, based on information disclosed by the Issuer
in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed February 24, 2017.

This Amendment No. 10 (this “Amendment No. 10”) to Schedule 13D is being filed by Appaloosa Investment
Limited Partnership I, Palomino Master Ltd., Appaloosa LP, Appaloosa Capital Inc., Appaloosa Management L.P., Appaloosa Partners
Inc. and David A. Tepper to supplement and amend the Statement on Schedule 13D, filed with the Securities and Exchange Commission
(the “SEC”) on December 2, 2015 (the “initial Schedule 13D”), as amended and supplemented by Amendment
No. 1, filed December 8, 2015 (“Amendment No. 1”), Amendment No. 2, filed December 22, 2015 (“Amendment No. 2”),
Amendment No. 3, filed January 8, 2016 (“Amendment No. 3”), Amendment No. 4, filed April 1, 2016 (“Amendment
No. 4”), Amendment No. 5, filed May 13, 2016 (“Amendment No. 5”), Amendment No. 6, filed July 22, 2016 (“Amendment
No. 6”), Amendment No. 7, filed October 19, 2016 (“Amendment No. 7”), Amendment No. 8, filed November 10, 2016
(“Amendment No. 8”) and Amendment No. 9, filed November 18, 2016 (“Amendment No. 9”) with respect to beneficial
ownership of the shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”), of TerraForm
Power, Inc., a Delaware corporation (the “Issuer”). The initial Schedule 13D, as amended and supplemented by Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and
Amendment No. 9 is referred to herein as the “prior Schedule 13D”; and the prior Schedule 13D, as amended and supplemented
by this Amendment No. 10, is referred to herein as “this Schedule 13D.”

This Amendment No. 10 hereby amends Item 4 and Item 6 of the
prior Schedule 13D as follows:

ITEM 4.     Purpose of the Transaction.

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

As disclosed in a
Current Report on Form 8-K filed by the Issuer on March 7, 2017, the Issuer entered into a Merger and Sponsorship Transaction
Agreement (the “Transaction Agreement”) on March 6, 2017, with Orion US Holdings 1
L.P. (“Orion”) and BRE TERP Holdings Inc., a wholly-owned subsidiary of Orion (“Merger Sub”),
providing for, among other things, 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”), following which Orion
will hold an approximately 51% interest in the Surviving Corporation.  The Transaction Agreement provides that, at or
prior to the effective time of the Merger, the Issuer and Orion (or one of its affiliates) will enter into certain agreements
providing for sponsorship arrangements as described therein.  Orion and Merger Sub are affiliates
of Brookfield.

The Reporting Persons
are not parties to the Transaction Agreement or any related agreement. Informal discussions between the Reporting Persons and
Brookfield have occurred concerning the Reporting Persons’ acquisition, directly or indirectly, of shares of
common stock of the Surviving Corporation to be held by Brookfield (or one of its affiliates), or otherwise increasing their
investment in the Surviving Corporation, following completion of the Merger. Based on those discussions, the Reporting
Persons intend to pursue such potential acquisition from Brookfield or potential investment in the Surviving Corporation, on
terms to be negotiated at the time.

As part of the Reporting
Persons’ ongoing review of their investment in the Issuer, they may, either directly or through their advisors, seek to engage
in discussions with and may seek information from Brookfield, the Issuer, one or more of the Issuer’s other stockholders,
and other third parties, relating to the business, assets, liabilities, financial condition, results of operations, regulatory
and other general business matters concerning the Issuer, and may, to the extent required to do so, enter into confidentiality
agreements with any of the foregoing persons with respect to any such information.

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

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

      The information set forth
in Item 4 of this Amendment No. 10 is incorporated by reference into Item 6 of this Schedule 13D.

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.