UPDATE: TerraForm Power (TERP) Gains Following Brookfield Asset Management 13D/A; Held Meeting Discussing Two Possible Transactions

November 10, 2016 12:25 PM EST

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(Updated - November 10, 2016 12:28 PM EST)

TerraForm Power (NASDAQ: TERP) gains amid amended 13D from Brookfield Asset Management. The filing disclosed a meeting between the company and Brookfield. At the meeding, Brookfield discussed the possibility of transactions involving Brookfield and the TerraForm Companies. Brookfield proposed two possible transaction structures: one in which Brookfield would purchase shares in the TerraForm Companies from their existing Class A and Class B stockholders, the TerraForm Companies would remain listed public entities, and Brookfield would replace SUNE as sponsor; and an alternative structure in which Brookfield would purchase 100% of the TerraForm Companies for cash.

Item 4 of the Amended Schedule 13D is hereby amended by adding the following:

On November 9, 2016, representatives of Brookfield met with the independent members of the board of directors of the Issuer, TerraForm Global, Inc. (“GLBL” and collectively, with the Issuer, the “TerraForm Companies”) and their advisors. At the meeting, Brookfield discussed the possibility of transactions involving Brookfield and the TerraForm Companies. Brookfield proposed two possible transaction structures: one in which Brookfield would purchase shares in the TerraForm Companies from their existing Class A and Class B stockholders, the TerraForm Companies would remain listed public entities, and Brookfield would replace SUNE as sponsor; and an alternative structure in which Brookfield would purchase 100% of the TerraForm Companies for cash. Nothing was agreed at the meeting, and no specific prices were discussed, but the Brookfield representatives indicated that their proposals were being discussed on the basis of public information and in light of the current market prices of the TerraForm Companies. The representatives of Brookfield indicated that it would consider a transaction along the lines described above for the Issuer only and for both the Issuer and GLBL but that any transaction involving GLBL would be conditioned on successful completion of the transaction for the Issuer.



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