0000950157-18-000888.txt : 20180807
0000950157-18-000888.hdr.sgml : 20180807
20180807170114
ACCESSION NUMBER: 0000950157-18-000888
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180803
FILED AS OF DATE: 20180807
DATE AS OF CHANGE: 20180807
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: 18998887
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
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: 18998888
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: 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: 18998889
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18998890
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 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: 18998891
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: 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: 18998892
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: 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: 18998893
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36542
FILM NUMBER: 18998894
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
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: 200 LIBERTY STREET
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 202-740-9897
MAIL ADDRESS:
STREET 1: 200 LIBERTY STREET
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
FORMER COMPANY:
FORMER CONFORMED NAME: SUNEDISON YIELDCO, INC.
DATE OF NAME CHANGE: 20140212
4
1
form4.xml
X0306
4
2018-08-03
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
2018-08-03
4
J
0
80084
A
29958132
I
Owned by Orion US Holdings 1 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.; (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 Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner 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 August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.
/s/ A.J. Silber for Brookfield Asset Management Inc.
2018-08-07
/s/ James Rickert for Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. by its general partner Brookfield Private Funds Holdings Inc.
2018-08-07
/s/ Brian Lawson for Partners Limited
2018-08-07
/s/ Fred Day for Orion US GP LLC
2018-08-07
/s/ Fred Day for Orion US Holdings 1 L.P., by its general partner Orion US GP LLC
2018-08-07
/s/ Fred Day for Brookfield Infrastructure Fund III GP LLC
2018-08-07
/s/ Jennifer Mazin for Brookfield BRP Holdings (Canada) Inc.
2018-08-07
/s/ Adrienne Moore for BBHC Orion Holdco L.P. by its general partner Orion Canadian AIV GP Inc.
2018-08-07