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