TerraForm Global Inc (NASDAQ:GLBL): Tom Wagner And Ara Cohen’s Knighthead Capital filed an amended 13D.
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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 |
|---|---|---|---|---|---|---|
| Knighthead Capital Management | 0 | 9,203,400 | 0 | 9,203,400 | 9,203,400 | 8.21% |
| Thomas A. Wagner | 0 | 9,203,400 | 0 | 9,203,400 | 9,203,400 | 8.21% |
| Ara D. Cohen | 0 | 9,203,400 | 0 | 9,203,400 | 9,203,400 | 8.21% |
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Page 1 of 7 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TerraForm Global, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
per share
(Title of Class
of Securities)
88104M101
(CUSIP Number)
Thomas Wagner
Knighthead Capital Management, LLC
1140 Avenue of the Americas, 12th
Floor
New York, NY 10036
(212) 356-2900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 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. [ ]
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 the disclosures provided in a prior cover page.
The information required in 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 (however, see the Notes).
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Page 2 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Knighthead Capital Management, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 -0- | ||
| 8 | SHARED VOTING POWER 9,203,400 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 9,203,400 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,203,400 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.21% | |||
| 14 | TYPE OF REPORTING PERSON IA, OO | |||
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Page 3 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Thomas A. Wagner | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 9,203,400 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 9,203,400 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,203,400 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.21% | |||
| 14 | TYPE OF REPORTING PERSON HC, IN | |||
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Page 4 of 7 – SEC Filing
| 1 | NAME OF REPORTING PERSON Ara D. Cohen | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 9,203,400 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 9,203,400 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,203,400 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.21% | |||
| 14 | TYPE OF REPORTING PERSON HC, IN | |||
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Page 5 of 7 – SEC Filing
This Amendment No. 2 (“Amendment No.
2”) amends and supplements the statement on Schedule 13D filed on December 27, 2016 (the “Original Schedule
13D”), as amended by Amendment No. 1 filed on January 27, 2017 (“Amendment No. 1,” and together with
the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”) with respect to the shares of Class
A Common Stock, par value $0.01 per share (the “Shares”), of TerraForm Global, Inc., a Delaware corporation
(the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings
set forth in the Original Schedule 13D. This Amendment No. 2 amends Items 3 and 5(a), (b) and (c) as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| The purchases of Shares reported herein were made using funds from the working capital of the Knighthead Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. A total of approximately $36,449,266.60 (excluding brokerage commissions) was paid to acquire the Shares reported in this Schedule 13D. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entireties, and paragraph (c) is hereby amended and supplemented as follows: | |
| (a) | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 9,203,400 Shares held for the accounts of the Knighthead Funds, which represents approximately 8.21% of the total Shares outstanding. Based on information in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2017, filed November 8, 2017, there were 112,100,528 Shares outstanding as of October 31, 2017. |
| (b) | Each of the Reporting Persons share the power to vote or to direct the vote and the power to dispose or to direct the disposition of the 9,203,400 Shares held for the accounts of the Knighthead Funds. |
| (c) | Please refer to Annex A for transactions in the Shares effected by the Reporting Persons during the past sixty days, including the transaction date, number of Shares purchased or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Knighthead Fund that effected the transaction, and where and how the transaction was effected. |
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Page 6 of 7 – SEC Filing
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Knighthead Capital Management, LLC | ||
| By: | /s/ Thomas A. Wagner | |
| Name: | Thomas A. Wagner | |
| Title: | Managing Member | |
| Thomas A. Wagner | ||
| /s/ Thomas A. Wagner | ||
| Ara D. Cohen | ||
| /s/ Ara D. Cohen | ||
November 17, 2017
Attention: Intentional misstatements or omissions of act constitute
federal violations (see 18 U.S.C. 1001).
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Page 7 of 7 – SEC Filing
ANNEX
A
Schedule
of Transactions
| Transaction Date | Entity Transacting | Transaction Type | Quantity | Price | How Transaction Effected |
| 11/15/17 | Knighthead Annuity & Life Assurance Company | BUY | 3,400 | $4.70 | Open Market |
