UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)*

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)

May 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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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 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
			11,075,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			11,075,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,075,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.79%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

(1) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(2) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

 

CUSIP No. 88104R100

 

(3) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

 

CUSIP No. 88104R100

 

(4) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(5) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(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 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(8) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(9) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

CUSIP No. 88104R100

 

(11) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.

 

 

This Amendment No. 10 (this “Amendment No. 10”) 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 Credit Opportunities Master Fund, L.P., Brookfield Credit Opportunities Fund GP, LLC, Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC, 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 and Amendment No. 9 to the Original Schedule 13D, filed on March 8, 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. 10 hereby amends and restates Item 5(a) – (b) and amends Item 2 and Item 6 of the Amended Schedule 13D as follows:

Item 5(a) – (b) of the Amended Schedule 13D is hereby amended and restated by deleting it in its entirety and substituting the following in lieu thereof:

(a)–(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 11,075,000 shares, constituting approximately 11.79% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017. The aggregate economic exposure of the Reporting Persons to the Issuer, which consists of 11,075,000 Class A Shares beneficially owned by the Reporting Persons and economic exposure under the Swap Agreements described in Item 6 of 11,553,080 notional Class A Shares of the Issuer, is approximately 24.09% of the Issuer’s currently outstanding Class A Shares.

If the Reporting Persons are deemed to be members of a “group,” within the meaning of the Act, such “group” shall be deemed to beneficially own 11,075,000 Class A Shares, which represents approximately 11.79% of the Issuer’s outstanding Class A Shares.

	(a)	As of May 17, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, Orion US GP may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, BIF may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, BAMPIC Canada may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, Brookfield Credit Opportunities LP may, subject to its disclaimer below, be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, Brookfield Credit Opportunities GP may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, BAMPIC Credit may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, Brookfield may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

	(a)	As of May 17, 2017, Partners may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
	(b)	Sole voting power to vote or direct vote: 0
		Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
		Sole power to dispose or direct the disposition: 0
		Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

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 May 16, 2017, Orion US LP extended the expiration date of its Swap Agreement covering 2,366,340 underlying Class A Shares from dates ranging between 5/17/2017 – 5/22/2017 to the earlier of the date on which the Effective Time (as defined in the Transaction Agreement) of the Merger occurs or dates ranging between 3/26/2018 – 3/29/2018.  The Reporting Persons continue to jointly have aggregate economic exposure to approximately 24.09% of the Class A Shares, consisting of 11,075,000 Class A Shares, and the economic exposure to 11,553,080 Class A Shares under the Swap Agreements.

Except as described in this Amendment No. 10 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.

 

 

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.

May 17, 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

 

 

 

 

 

 

 

 

 

 

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Justin Beber, President		181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Mark Srulowitz, Manager and Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Managing Partner of Brookfield		U.S.A.
Scott Peak, Manager and Vice President		1200 Smith Street Suite 1200 Houston, TX 77002		Senior Vice President of Brookfield		U.S.A
Keiji Hattori, Associate Vice President		NBF Hibiya Building 25F, 1-1-7 Uchisaiwaicho, Chiyoda-ku, Tokyo 100-0011		Senior Vice President of Brookfield		Japan
Ralph Klatzkin, Manager and Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice President of Brookfield		U.S.A.
Fred Day, Manager and Vice President		1200 Smith Street Suite 1200 Houston, TX 77002		Vice President of Brookfield		U.S.A.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Barry Blattman, Chairman		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice Chairman and Senior Managing Partner of Brookfield		U.S.A.
Anthony Bavaro, Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice President of Brookfield		U.S.A.
Andrew Schmidt, Vice President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Vice President of Brookfield		U.S.A.
David Levenson, President		Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281		Managing Partner of Brookfield		Canada

SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC

 

 

 

 

SCHEDULE V

BROOKFIELD ASSET MANAGEMENT, INC.

 

 

 

 

 

 

SCHEDULE VI

PARTNERS LIMITED