0000950157-18-000789.txt : 20180629
0000950157-18-000789.hdr.sgml : 20180629
20180629171722
ACCESSION NUMBER: 0000950157-18-000789
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180629
FILED AS OF DATE: 20180629
DATE AS OF CHANGE: 20180629
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930150
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 Asset Management Private Institutional Capital Adviser (Canada) LP
CENTRAL INDEX KEY: 0001504716
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930151
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: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930152
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930153
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: ORION US HOLDINGS 1 L.P.
CENTRAL INDEX KEY: 0001679040
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930154
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 Infrastructure Fund III GP LLC
CENTRAL INDEX KEY: 0001679131
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930155
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 BRP Holdings (Canada) Inc.
CENTRAL INDEX KEY: 0001533231
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930156
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
BUSINESS PHONE: 416-369-3369
MAIL ADDRESS:
STREET 1: 181 BAY STREET, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BBHC Orion Holdco L.P.
CENTRAL INDEX KEY: 0001745194
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18930157
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 181 BAY STREET, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-369-4912
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 181 BAY STREET, 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
4
1
form4.xml
X0306
4
2018-06-29
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
0001540229
Partners Ltd
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679041
ORION US GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679040
ORION US HOLDINGS 1 L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001679131
Brookfield Infrastructure Fund III GP LLC
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001533231
Brookfield BRP Holdings (Canada) Inc.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J 2T3
ONTARIO, CANADA
true
0001745194
BBHC Orion Holdco L.P.
BROOKFIELD PLACE
181 BAY STREET, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
Common Stock, Class A, $0.01 par value
2018-06-29
4
J
0
29878048
10.66
D
0
I
Owned by Brookfield BRP Holdings (Canada)
Common Stock, Class A, $0.01 par value
2018-06-29
4
J
0
29878048
10.66
A
29878048
I
Owned by BBHC Orion Holdco L.P.
This Form 4 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. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). 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 held by BRPHC: Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.
The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.
On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.
/s/ A.J. Silber for Brookfield Asset Management Inc.
2018-06-29
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc.
2018-06-29
/s/ Brian Lawson for Partners Limited
2018-06-29
/s/ Fred Day for Orion US GP LLC
2018-06-29
/s/ Fred Day for Orion US Holdings 1 L.P. by its general partner Orion US GP LLC
2018-06-29
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC
2018-06-29
/s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc.
2018-06-29
/s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc.
2018-06-29