0000950157-16-002032.txt : 20160707
0000950157-16-002032.hdr.sgml : 20160707
20160707164442
ACCESSION NUMBER: 0000950157-16-002032
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160627
FILED AS OF DATE: 20160707
DATE AS OF CHANGE: 20160707
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Credit Opportunities Master Fund, L.P.
CENTRAL INDEX KEY: 0001679043
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757004
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Credit Opportunities Fund GP, LLC
CENTRAL INDEX KEY: 0001679042
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757005
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORION US HOLDINGS 1 L.P.
CENTRAL INDEX KEY: 0001679040
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757006
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
CENTRAL INDEX KEY: 0001504716
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757010
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757011
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Infrastructure Fund III GP LLC
CENTRAL INDEX KEY: 0001679131
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757003
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757008
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TerraForm Power, Inc.
CENTRAL INDEX KEY: 0001599947
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 464780940
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR
CITY: BETHESDA
STATE: MD
ZIP: 20814
BUSINESS PHONE: (240) 762-7700
MAIL ADDRESS:
STREET 1: 7550 WISCONSIN AVENUE, 9TH FLOOR
CITY: BETHESDA
STATE: MD
ZIP: 20814
FORMER COMPANY:
FORMER CONFORMED NAME: SUNEDISON YIELDCO, INC.
DATE OF NAME CHANGE: 20140212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORION US GP LLC
CENTRAL INDEX KEY: 0001679041
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757007
BUSINESS ADDRESS:
STREET 1: 2711 CENTERVILLE ROAD, SUITE 400
CITY: WILMINGTON
STATE: DE
ZIP: 19808
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
STREET 2: BROOKFIELD PLACE
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
CENTRAL INDEX KEY: 0001621735
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 161757009
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 212-417-2549
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 250 VESEY STREET
CITY: NEW YORK
STATE: NY
ZIP: 10281
3
1
form3.xml
X0206
3
2016-06-27
0
0001599947
TerraForm Power, Inc.
TERP
0001001085
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001504716
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001621735
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001540229
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679041
ORION US GP LLC
181 BAY STREET, SUITE 300
BROOKFIELD PLACE
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
0001679040
ORION US HOLDINGS 1 L.P.
181 BAY STREET, SUITE 300
BROOKFIELD PLACE
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
0001679042
Brookfield Credit Opportunities Fund GP, LLC
181 BAY STREET, SUITE 300
BROOKFIELD PLACE
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
0001679043
Brookfield Credit Opportunities Master Fund, L.P.
181 BAY STREET, SUITE 300
BROOKFIELD PLACE
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
0001679131
Brookfield Infrastructure Fund III GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
Common Stock, Class A, $0.01 par value
10450000
I
Owned by Orion US Holdings 1 L.P.
Common Stock, Class A, $0.01 par value
625000
I
Owned by Brookfield Credit Opportunities Master Fund, L.P.
Cash-settled total return swaps
10.19
2017-04-17
Common Stock, Class A, $0.01 par value
9036740
I
Position of Orion US Holdings 1 L.P.
Cash-settled total return swaps
9.27
2017-05-17
Common Stock, Class A, $0.01 par value
2366340
I
Position of Orion US Holdings 1 L.P.
Cash-settled total return swaps
9.1
2017-05-17
Common Stock, Class A, $0.01 par value
175000
I
Position of Brookfield Credit Opportunities Master Fund, L.P.
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").
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.
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.
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.
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.
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.
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.
/s/ A.J. Silber for Brookfield Asset Management Inc.
2016-07-07
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
2016-07-07
/s/ Anthony Bavaro for Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
2016-07-07
/s/ Brian Lawson for Partners Limited
2016-07-07
/s/ Fred Day for Orion US GP LLC
2016-07-07
/s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC
2016-07-07
/s/ Anthony Bavaro for Brookfield Credit Opportunities Fund GP, LLC
2016-07-07
/s/ Anthony Bavaro for Brookfield Credit Opportunities Master Fund, L.P. by its general partner
2016-07-07
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC
2016-07-07