UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2020
TerraForm Power, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-36542
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46-4780940
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I. R. S. Employer Identification No.)
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200 Liberty Street, 14th Floor, New York, New York 10281
(Address of principal executive offices, including zip code)
646-992-2400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, Class A, par value $0.01
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TERP
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On July 14, 2020, TerraForm Power, Inc. (“TerraForm Power” or the
“Company”) issued a press release announcing that Glass, Lewis & Co., a proxy advisory firm,
issued a report on July 13, 2020 recommending that TerraForm Power stockholders vote FOR the merger of the Company with Brookfield Renewable Partners L.P. (“Brookfield Renewable”) at the Company’s 2020 Annual Meeting of Stockholders. A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in this Current Report on Form 8-K and the press release
attached as an exhibit hereto, this Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or
implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Additional Information and Where to Find It
This Current Report on Form 8-K is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made
with the SEC. Any solicitation will only be made through materials filed with the Securities and Exchange Commission (the “SEC”). TerraForm Power mailed or otherwise provided to its stockholders its definitive proxy statement regarding the merger
of the Company with Brookfield Renewable (the “Transactions”) on or about June 29, 2020. Nonetheless, this Current Report on Form 8-K may be deemed to be solicitation material in respect of the Transactions. Brookfield Renewable and Brookfield
Renewable Corporation (“BEPC”) have filed relevant materials with the SEC, including a registration statement on Form F-1/F-4 (Registration Nos. 333-234614 and 234614-01) (the “F-1/F-4”), as filed with the SEC as an amendment to Form F-1, that
includes a proxy statement of TerraForm Power that also constitutes a prospectus of Brookfield Renewable and BEPC. On June 29, 2020, the SEC declared the F-1/F-4 effective. This Current Report on Form 8-K is not a substitute for the registration
statement, proxy statement/prospectus or any other documents that Brookfield Renewable, BEPC or TerraForm Power may file with the SEC or send to stockholders in connection with the Transactions. STOCKHOLDERS OF TERRAFORM POWER ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHICH WAS ALSO FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Investors and security holders may obtain copies of the F-1/F-4, including the proxy statement/prospectus, and other documents filed with the
SEC free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Terraform Power are available free of charge on Terraform Power’s website at www.terraformpower.com. Copies of documents filed with the SEC by
Brookfield Renewable and BEPC are available free of charge on Brookfield Renewable’s website at bep.brookfield.com.
Participants in Solicitation
TerraForm Power and its directors and executive officers, BEPC and its directors and executive officers, and Brookfield Renewable and its
directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of TerraForm Power common stock in respect of the Transactions. Information about the directors and executive officers of TerraForm
Power is set forth on its website at www.terraformpower.com. Information about the directors and executive officers of Brookfield Renewable is set forth on its website at bep.brookfield.com. Information about the directors and executive officers of
BEPC is set forth in the F-1/F-4. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the Transactions. You may obtain free copies of these documents as
described in the preceding paragraph.
No securities regulatory authority has either approved or disapproved of the contents of this Current Report on Form 8-K. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Item 9.01 |
Financial Statement and Exhibits.
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Exhibit No.
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Description
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Press release, dated July 14, 2020, titled “Glass Lewis Recommends TerraForm Power Shareholders Vote For
the Merger with Brookfield Renewable”
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TERRAFORM POWER, INC.
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Date: July 14, 2020
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By:
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/s/ William Fyfe
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Name:
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William Fyfe
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Title:
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General Counsel
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