Jonathan Barrett and Paul Segal‘s Luminus Management has filed a 13G with the US Securities and Exchange Commission, in which it disclosed a 5.6% position in TerraForm Global Inc (NASDAQ:GLBL). The filing showed that Luminus owns 6.55 million shares of TerraForm Global, which is higher than the position of 3.51 million shares it reported in its last 13F filing.
Overall, TerraForm Global was in 21 hedge funds’ portfolios at the end of December, which compares with 23 hedge funds in our database with GLBL holdings at the end of the previous quarter. Billionaire Leon Cooperman’s Omega Advisors has the biggest position in TerraForm Global Inc (NASDAQ:GLBL), worth close to $33.3 million, comprising 0.7% of its total 13F portfolio. The second largest stake is held by Adage Capital Management, led by Phill Gross and Robert Atchinson, holding a $31.4 million position. Other funds with long positions, include Larry Robbins’s Glenview Capital and Mark Kingdon’s Kingdon Capital.
However, as the number of funds bullish on TerraForm declined during the last three months of 2015, several funds unloaded their positions heading into 2016. Among them, Robert Pohly’s Samlyn Capital sold off the biggest investment of the “upper crust” of funds monitored by Insider Monkey, worth close to $23 million in stock. Christian Leone’s fund, Luxor Capital Group, also dumped its stock, about $16.8 million worth.
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 |
|---|---|---|---|---|---|---|
| LUMINUS MANAGEMENT | 0 | 6,553,656 | 0 | 6,553,656 | 6,553,656 | 5.6% |
| LUMINUS ENERGY PARTNERS MASTER FUND, LTD | 0 | 6,553,656 | 0 | 6,553,656 | 6,553,656 | 5.6% |
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Page 1 of 9 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TerraForm
Global, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.01
(Title of Class of Securities)
88104M101
(CUSIP Number)
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949)
451-4343
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 2, 2016
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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 9 SEC Filing
| CUSIP No. 88104M101 |
| 1. | Names of I.R.S. Identification No. of Above Persons (Entities Only) LUMINUS MANAGEMENT, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of DELAWARE | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 6,553,656 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 6,553,656 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,656 | |||||
| 10. | Check if the Aggregate Amount in Row | |||||
| 11. | Percent of Class Represented by Amount 5.6% | |||||
| 12. | Type of Reporting Person (See IA | |||||
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Page 3 of 9 SEC Filing
| CUSIP No. 88104M101 |
| 1. | Names of I.R.S. Identification No. of Above Persons (Entities Only) LUMINUS ENERGY PARTNERS MASTER FUND, LTD. | |||||
| 2. | Check the Appropriate Box if a Member (a) x (b) ¨ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of BERMUDA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 6,553,656 | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 6,553,656 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,553,656 | |||||
| 10. | Check if the Aggregate Amount in Row | |||||
| 11. | Percent of Class Represented by Amount 5.6% | |||||
| 12. | Type of Reporting Person (See OO | |||||
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Page 4 of 9 SEC Filing
Item 1.
| (a) | Name of Issuer |
TerraForm Global, Inc.
| (b) | Address of Issuers Principal Executive Offices |
7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland,
20814
Item 2.
| (a) | Name of Person(s) Filing: |
(A) LUMINUS MANAGEMENT, LLC
Luminus Management, LLC is the investment adviser of Luminus Energy Partners Master Fund, Ltd.
(B) LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
| (b) | Address of Principal Business Office or, if none, Residence: |
(A) 1700 Broadway, 38th Floor,
New York, NY 10019
(B) 1700 Broadway, 38th Floor, New York, NY 10019
| (c) | Citizenship: |
(A) DELAWARE
(B) BERMUDA
| (d) | Title of Class of Securities: Class A Common Stock, Par Value $0.01 |
| (e) | CUSIP Number: 88104M101 |
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Page 5 of 9 SEC Filing
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: . | ||
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Page 6 of 9 SEC Filing
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
(a), (b), and (c)
| Reporting Persons* | Number of Shares With Sole Voting and Dispositive Power | Number of Shares With Shared Voting and Dispositive Power | Aggregate Number of Shares Beneficially Owned | Percentage of Class Beneficially Owned** | ||||||||||||
| LUMINUS MANAGEMENT, LLC | 0 | 6,553,656 | 6,553,656 | 5.6 | % | |||||||||||
| LUMINUS ENERGY PARTNERS MASTER FUND, LTD. | 0 | 6,553,656 | 6,553,656 | 5.6 | % | |||||||||||
| * | The above figures reflect the most recent beneficial ownership for each of the Reporting Persons above as of March 10, 2016. |
| ** | The Percentage of Class Beneficially Owned is based on 116,710,351 shares of Class A Common Stock outstanding as of November 2, 2015 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2015. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Given the relationship between each of the
Reporting Persons on this Schedule 13G, such persons may be deemed members of a group pursuant to Rule 13d-5 under the Securities Exchange Act of 1934.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
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Page 7 of 9 SEC Filing
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
Dated: March 11, 2016
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
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Page 8 of 9 SEC Filing
Exhibit B Power of Attorney
Know all by these presents, that each of the undersigned hereby constitutes and appoints Jonathan Barrett as the undersigneds true and lawful
attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer, director or beneficial owner of
Common Shares of TerraForm Global, Inc. (the Issuer), the Statement on Schedule 13G (or Schedule 13D, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
Act), and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable
to complete and execute any such Statement on Schedule 13G (or Schedule 13D, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar
authority;
(3) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer, director or beneficial owner of Common
Shares of the Issuer, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of
Securities) relating to transactions by the undersigned in Common Shares or other securities and all amendments thereto in accordance with Section 16 of the Act, and the rules thereunder; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorneys-in-fact may approve in such attorneys-in-facts discretion.
The undersigned hereby grant to such
attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or such attorneys-in-facts substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is
the Issuer assuming, any of the undersigneds responsibilities to comply with Sections 13(d) or 16 of the Act and the rules thereunder.
This
Power of Attorney shall remain in full force and effect until the undersigned is no longer required to (i) file a Statement on Schedule 13G or Schedule 13D with respect to the undersigneds holdings of and transactions in
securities issued by the Issuer or (ii) report transactions and holdings on Forms 3, 4 and 5, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signatures to Follow]
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Page 9 of 9 SEC Filing
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day
of March, 2016.
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
