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13D Filing: Brookfield Asset Management Inc. and Terraform Power Inc. (TERP)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BROOKFIELD ASSET MANAGEMENT INC 8 75,594,459 10 75,594,459 75,594,459 51.00%
PARTNERS LIMITED 8 75,594,459 10 75,594,459 75,594,459 51.00%
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA) 8 75,594,459 10 75,594,459 75,594,459 51.00%
BROOKFIELD INFRASTRUCTURE FUND III GP 8 75,594,459 10 75,594,459 75,594,459 51.00%
ORION US GP 8 75,594,459 10 75,594,459 75,594,459 51.00%
ORION US HOLDINGS 8 75,594,459 10 75,594,459 75,594,459 51.00%

Page 1 of 10 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
TerraForm Power, Inc.
(Name of Issuer)
Common stock, Class A, $0.01 par value
(Title of Class of Securities)
88104R100
(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)
October 16, 2017
(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.

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Page 2 of 10 – SEC Filing

CUSIP No. 88104R100
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
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459
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)
51.00%(1)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(1) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 3 of 10 – SEC Filing

CUSIP No. 88104R100
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
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459
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)
51.00%(2)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
(2) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 4 of 10 – SEC Filing

CUSIP No. 88104R100
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
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459
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)
51.00%(3)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(3) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 5 of 10 – SEC Filing

CUSIP No. 88104R100
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
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459
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)
51.00%(4)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(4) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 6 of 10 – SEC Filing

CUSIP No. 88104R100
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
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459
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)
51.00%(5)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
(5) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 7 of 10 – SEC Filing

CUSIP No. 88104R100
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(6)
9
SOLE DISPOSITIVE POWER
10
SHARED DISPOSITIVE POWER
75,594,459(6)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,594,459(6)
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)
51.00%(7)
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
(6) 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.
(7) Percentage ownership is based on an aggregate number of Class A Shares of 148,224,429 outstanding as of October 16, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K, filed October 16, 2017.

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Page 8 of 10 – SEC Filing

This Amendment No. 12 (this “Amendment No. 12”) 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 and Amendment No. 11 to the Original Schedule 13D, filed on October 17, 2017 (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. 12 hereby amends Item 6 of the Amended Schedule 13D as follows:
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:
On October 16, 2017, the Swap Agreement held by Orion US LP with aggregate economic exposure to 9,036,740 notional underlying Class A Shares, which consisted of multiple individual swap transactions, terminated and will be subject to cash settlement in accordance with its terms.
Except as described in this Amendment No. 12 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.

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Page 9 of 10 – SEC Filing

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.
October 18, 2017
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

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Page 10 of 10 – SEC Filing

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
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