David Tepper Teams Up With Brookfield Asset Management To Acquire SunEdison’s Stake In Terraform Power (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.  6  )*

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 91,280,208 shares of Class A Common Stock (as defined
herein) of the Issuer (as defined herein) outstanding as of April 21, 2016, based on information provided by the Issuer on May
5, 2016. See also In re Sunedison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016],
TERP had 91,280,208 Class A shares outstanding…”).

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield Asset Management Inc. (“Brookfield”)
as set forth in the Schedule 13D filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described
in Item 6 of this Schedule 13D, Appaloosa LP (“ALP”) and Brookfield have entered into a letter agreement as of July
22, 2016 and formed a “group” within the meaning of the Exchange Act, and collectively may be deemed to beneficially
own 19,783,708 shares of Class A Common Stock of the Issuer, representing 21.67% of such class. 

 ⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class. 

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class.  

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”). 

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class.  

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”). 

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class. 

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class. 

⁽¹⁾
The percentage set forth in Row 13 of this Cover Page is based on the 91,280,208 shares of Class A Common Stock of the Issuer
outstanding as of April 21, 2016, based on information provided by the Issuer on May 5, 2016. See also In re Sunedison,
Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], TERP had 91,280,208 Class A shares outstanding…”).

*
The number of shares beneficially owned as set forth in Rows 8, 10 and 11 and the percentage set forth in Row 13 do not include
the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned by Brookfield as set forth in the Schedule 13D
filed by Brookfield with the Securities and Exchange Commission on June 29, 2016. As described in Item 6 of this Schedule 13D,
ALP and Brookfield have entered into a letter agreement as of July 22, 2016 and formed a “group” within the meaning
of the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer,
representing 21.67% of such class. 

This Amendment No. 6 (this “Amendment
No. 6”) 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”) and Amendment No. 5, filed May 13, 2016 (“Amendment
No. 5”), 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 and Amendment No. 5 is referred
to herein as the “prior Schedule 13D”; and the prior Schedule 13D, as amended and supplemented by this Amendment No.
6, is referred to herein as “this Schedule 13D.”

This Amendment No. 6 is being filed to disclose
the formation of a “group” within the meaning of the Act with Brookfield Asset Management Inc. (“Brookfield”)
with respect to the Class A Common Stock of the Issuer. The Reporting Persons and Brookfield are individually filing pursuant
to Rule 13d-1(k) under the Exchange Act to report the formation of a “group” within the meaning of the Act.

This Amendment No. 6 hereby amends Item 4, Item 5, Item 6 and Item
7 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:

The description
of the Letter Agreement (as defined in Item 6 below) attached as Exhibit G hereto set forth in Item 6 is incorporated into
this Item 4 by reference.

ITEM 5.     Interest in Securities of
the Issuer.

Item 5 of the prior Schedule
13D is hereby amended by adding the following:

The information set forth
in subparagraphs (a), (b) and (c) does not include the 11,075,000 shares of Class A Common Stock of the Issuer beneficially owned
by Brookfield as set forth in the Schedule 13D filed by Brookfield with the SEC on June 29, 2016. As described in Item 6 of this
Schedule 13D, ALP and Brookfield have entered into the Letter Agreement and formed a “group” within the meaning of
the Exchange Act, and collectively may be deemed to beneficially own 19,783,708 shares of Class A Common Stock of the Issuer, representing
21.67% of such class. As further described in Item 6 of this Schedule 13D, ALP and Brookfield jointly have aggregate economic exposure
to 34.4% of the Class A Common Stock, consisting of 19,783,708 shares of Class A Common Stock, which are beneficially owned by
the group formed in connection with the Letter Agreement, and economic exposure to 11,578,080 shares of Class A Common Stock under
the Swap Agreements described in Item 6 of Brookfield’s Schedule 13D filed with the SEC on June 29, 2016.

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:

On July 18, 2016, ALP
met with representatives of Brookfield and its affiliates. At the meeting, Brookfield discussed with ALP Brookfield’s continued
interest in purchasing the shares of the Issuer owned by SunEdison, Inc. (“SunEdison”). Brookfield also reviewed with ALP
Brookfield’s qualifications as a sponsor of the Issuer and Brookfield’s belief that an acquisition by it of the shares
of the Issuer owned by SunEdison would be in the best interests of all stockholders of the Issuer.

On July 22, 2016,
ALP and Brookfield entered into the Letter Agreement attached as Exhibit G hereto (the “Letter Agreement”) and
formed a “group” within the meaning of the Exchange Act with respect to the purchase of shares of the Issuer.
This Letter Agreement contemplates that they intend to enter into a definitive agreement to act as joint bidders for the
potential purchase of SunEdison’s shares of the Issuer, although neither party has obligated itself to enter into any
such agreement. The Letter Agreement provides for certain restrictions on the ability of either party to transfer its shares
of the Issuer for a period of 90 days from the date of the Letter Agreement, and an exclusivity period to negotiate the
definitive agreement during those 90 days. The foregoing description of the letter agreement is qualified by reference to the
Letter Agreement itself which is attached as Exhibit G hereto.

ALP and Brookfield jointly
have aggregate economic exposure to 34.4% of the Issuer’s shares of Class A Common Stock, consisting of 19,783,708 shares
of Class A Common Stock which may be deemed, as a result of the Letter Agreement, to be beneficially owned by the group and economic
exposure to 11,578,080 shares of Class A Common Stock under the Swap Agreements described in Item 6 of Brookfield’s Schedule
13D filed with the SEC on June 29, 2016.

ITEM 7.     Materials to be Filed as
Exhibits.

Item 7 is hereby amended
by adding the following Exhibit G:

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.

Exhibit G

CONFIDENTIAL

Letter Agreement and Term Sheet

Brookfield / Appaloosa

This Term Sheet contains certain understandings
relating to the terms on which Brookfield Asset Management Inc. and its affiliates (collectively, “Brookfield”)
and Appaloosa LP (“Appaloosa”) will engage in discussions with respect to the transactions described herein.
Neither Brookfield nor Appaloosa (nor any of its affiliates) shall have any obligation, express or implied, to propose or complete
any transaction, or to enter into a Definitive Agreement, and any such person or entity may at any time, and for any reason or
no reason at all, and without any liability, determine not to pursue or proceed with any transaction. This Term Sheet supersedes
and replaces any prior term sheet or discussions regarding the transactions described herein or any other potential transaction
involving the parties hereto.

[Signature Page Follows]