Edgar Filing: Brookfield Credit Opportunities Master Fund, L.P.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â BROOKFIELD ASSET MANAGEMENT INC.

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2016

3. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [TERP]

(Last)

(First)

(Middle)

BROOKFIELD PLACE,Â 181 BAY STREET, SUITE 300

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

TORONTO,Â A6Â M5J 2T3

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Class A, $0.01 par value	10,450,000	I	Owned by Orion US Holdings 1 L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, Class A, $0.01 par value	625,000	I	Owned by Brookfield Credit Opportunities Master Fund, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Cash-settled total return swaps ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â ⁽⁵⁾	04/17/2017	Common Stock, Class A, $0.01 par value	9,036,740	$ 10.19	I	Position of Orion US Holdings 1 L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Cash-settled total return swaps ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â ⁽⁵⁾	05/17/2017	Common Stock, Class A, $0.01 par value	2,366,340	$ 9.27	I	Position of Orion US Holdings 1 L.P. ⁽¹⁾ ⁽²⁾ ⁽³⁾
Cash-settled total return swaps ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾	Â ⁽⁵⁾	05/17/2017	Common Stock, Class A, $0.01 par value	175,000	$ 9.1	I	Position of Brookfield Credit Opportunities Master Fund, L.P. ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO,Â A6Â M5J 2T3	Â	Â	Â	Â
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO,Â A6Â M5J 2T3	Â	Â	Â	Â
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO,Â A6Â M5J 2T3	Â	Â	Â	Â
Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO,Â A6Â M5J 2T3	Â	Â	Â	Â
ORION US GP LLC 181 BAY STREET, SUITE 300 BROOKFIELD PLACE TORONTO,Â A6Â M5J2T3	Â	Â	Â	Â
ORION US HOLDINGS 1 L.P. 181 BAY STREET, SUITE 300 BROOKFIELD PLACE TORONTO,Â A6Â M5J2T3	Â	Â	Â	Â
Brookfield Credit Opportunities Fund GP, LLC 181 BAY STREET, SUITE 300 BROOKFIELD PLACE TORONTO,Â A6Â M5J2T3	Â	Â	Â	Â
Brookfield Credit Opportunities Master Fund, L.P. 181 BAY STREET, SUITE 300 BROOKFIELD PLACE TORONTO,Â A6Â M5J2T3	Â	Â	Â	Â
Brookfield Infrastructure Fund III GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO,Â A6Â M5J2T3	Â	Â	Â	Â

Signatures

/s/ A.J. Silber for Brookfield Asset Management Inc.		07/07/2016
^**Signature of Reporting Person		Date
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.		07/07/2016
^**Signature of Reporting Person		Date
/s/ Anthony Bavaro for Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC		07/07/2016
^**Signature of Reporting Person		Date
/s/ Brian Lawson for Partners Limited		07/07/2016
^**Signature of Reporting Person		Date
/s/ Fred Day for Orion US GP LLC		07/07/2016
^**Signature of Reporting Person		Date
/s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC		07/07/2016
^**Signature of Reporting Person		Date
/s/ Anthony Bavaro for Brookfield Credit Opportunities Fund GP, LLC		07/07/2016
^**Signature of Reporting Person		Date
/s/ Anthony Bavaro for Brookfield Credit Opportunities Master Fund, L.P. by its general partner		07/07/2016
^**Signature of Reporting Person		Date
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC		07/07/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
(2)	Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(3)	The following Reporting Persons may be deemed to beneficially own the securities beneficially owned by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
(4)	The following Reporting Persons may be deemed to beneficially own securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
(5)	The Reporting Persons have entered into three cash-settled total return swap agreements (the "Swap Agreements") as reported in Table II, under which: (i) the relevant Reporting Persons will be obligated to pay the counterparty any negative price performance of the shares of Class A common stock of the Issuer subject to such swap at the expiration date of such swap and (ii) the counterparty will be obligated to pay the relevant Reporting Persons any positive price performance of the shares of Class A common stock of the Issuer subject to such swap at the expiration date of such swap. Any dividends received by the counterparty on such notional shares of Class A common stock of the Issuer during the term of the swap will be paid to the relevant Reporting Persons. All balances will be cash settled at the expiration date of the swaps.
(6)	Table II describes the position of the relevant Reporting Persons under each Swap Agreement, under which the relevant Reporting Persons have entered into multiple individual swap transactions, including the aggregate economic exposure based on the number of underlying shares of the Issuer, weighted average unit cost per underlying share and the earliest expiration date. The Swap Agreement reported in Table II with 2,366,340 notional underlying shares and held by Orion US Holdings 1 L.P. has a range of expiration dates of 5/17/17 to 5/22/17. The Swap Agreement reported in Table II with 175,000 notional underlying shares and held by Brookfield Credit Opportunities Master Fund, L.P. has a range of expiration dates of 5/17/17 to 6/7/17.
(7)	The Swap Agreements do not provide the Reporting Persons with any voting or dispositive power over any shares held by the counterparty and do not require the counterparty thereto to acquire, hold, vote or dispose of any shares of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Class A common stock of the Issuer that may be referenced in such swaps or any other securities that may be held from time to time by the counterparty to such swaps.

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