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Form SC 13D TerraForm Power, Inc. Filed by: BROOKFIELD ASSET MANAGEMENT INC.

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June 29, 2016 1:41 PM EDT
 
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 
TerraForm Power, Inc.
 
(Name of Issuer)
 
Common stock, Class A, $0.01 par value
(Title of Class of Securities)
 
88104R100
(CUSIP Number)

A.J. Silber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 20, 2016
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
BROOKFIELD ASSET MANAGEMENT INC.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
ONTARIO
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
11,075,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
11,075,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,075,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
12.13%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
 
(1) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
 
2
 
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
PARTNERS LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
ONTARIO
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
11,075,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
11,075,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
11,075,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
12.13%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
 
(2) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
3
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
ONTARIO
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
10,450,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,450,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,450,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.45%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
(3) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
4
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
BROOKFIELD INFRASTRUCTURE FUND III GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
10,450,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,450,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,450,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.45%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(4) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
5
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
ORION US GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
10,450,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,450,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,450,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.45%(5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(5) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
6
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
ORION US HOLDINGS 1 L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
BK
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
10,450,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,450,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,450,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.45%(6)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
(6) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
7
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
625,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
625,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
625,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.68%(7)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(7) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
8
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
DELAWARE
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
625,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
625,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
625,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.68%(8)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(8) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
9
CUSIP No. 88104R100
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
CAYMAN ISLANDS
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
 
 
 
 
8
SHARED VOTING POWER
 
 
625,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
625,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
625,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.68%(9)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
(9) Percentage ownership is based on an aggregate number of outstanding shares of Class A common stock of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SunEdison, Inc., the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”).
 
10
Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the shares of Class A common stock, $0.01 par value per share (the “Class A Shares”), of TerraForm Power, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”), with principal executive offices at 7750 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814.

Item 2. Identity and Background.

(a)  This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person”)

(i) Orion US Holdings 1 L.P., a Delaware limited partnership (“Orion US LP”), with respect to the Class A Shares of the Issuer directly owned by it;

(ii) Orion US GP LLC, a Delaware limited liability company (“Orion US GP”), with respect to the Class A Shares of the Issuer owned by Orion US LP;

(iii) Brookfield Infrastructure Fund III GP LLC, a Delaware limited liability company (“BIF”), which serves as the indirect general partner of Orion US GP and Orion US LP;

(iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership (“BAMPIC Canada”), which serves as the investment adviser to BIF;

(v) Brookfield Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“Brookfield Credit Opportunities LP”), with respect to the Class A Shares of the Issuer directly owned by it;

(vi) Brookfield Credit Opportunities Fund GP, LLC, a Delaware limited liability company (“Brookfield Credit Opportunities GP”), with respect to the Class A Shares of the Issuer owned by Brookfield Credit Opportunities LP;

(vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC, a Delaware limited liability company (“BAMPIC Credit”), which serves as the investment adviser to Brookfield Credit Opportunities LP;

(viii) Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario, Canada, which is the ultimate parent of BIF, BAMPIC Canada, Brookfield Credit Opportunities GP, and BAMPIC Credit and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and

(ix) Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario.  Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares.

Schedules I, II, III, IV, V and VI hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of Orion US GP, BIF, Brookfield Credit Opportunities GP, BAMPIC Credit, Brookfield and Partners, respectively.

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 Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 99.1.
 
11
(b)  The principal business of Orion US LP is investing in securities.  The principal business of Orion US GP is to serve as the direct general partner of Orion US LP.  The principal business of BIF is to invest in infrastructure assets and it serves as the indirect general partner of Orion US GP and Orion US LP.  The principal business of BAMPIC Canada is to serve as investment advisor for a variety of private investment vehicles, including BIF.  The principal business of Brookfield Credit Opportunities LP is investing in securities.  The principal business of Brookfield Credit Opportunities GP is to serve as the direct general partner of Brookfield Credit Opportunities LP.  The principal business of BAMPIC Credit is to serve as investment advisor for a variety of private investment vehicles, including Brookfield Credit Opportunities LP.  The principal business of Brookfield is to invest in and operate businesses in the real estate, power generation, infrastructure and private equity sectors.  The principal business of Partners is that of a holding company.  The principal business address of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.

(d)–(f)  During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 

Item 3. Source and Amount of Funds or Other Consideration.

The 10,450,000 Class A Shares reported to be owned by Orion US LP were acquired in the open market for an aggregate consideration of $93,219,263 (including brokerage commission).  All such purchases of Class A Shares, as well as the costs associated with the Swap Agreements (as defined in Item 6 below), were funded from available liquidity, which includes a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties.  As capital is called from committed limited partner investors, such investment capital will be used to repay the revolving credit facility.  The revolving credit facility has a stated maturity date of June 21, 2019, a total aggregate principal amount of $1,200,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.5%.

The 625,000 Class A Shares reported to be owned by Brookfield Credit Opportunities LP were acquired in the open market for an aggregate consideration of $5,234,437 (including brokerage commission).  All such purchases of Class A Shares, as well as the costs associated with the Swap Agreements (as defined in Item 6 below), were funded by investment capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.


Item 4. Purpose of Transaction.

The Reporting Persons believe that the Issuer’s equity represents an attractive investment opportunity and have acquired Class A Shares of the Issuer and entered into the Swap Agreements (as defined in Item 6 below) giving the Reporting Persons economic exposure to the Class A Shares of the Issuer.  The aggregate economic exposure of the Reporting Persons to the Issuer, which consists of 11,075,000 Class A Shares beneficially owned by the Reporting Persons and economic exposure under the Swap Agreements described in Item 6 of 11,578,080 notional Class A Shares of the Issuer, is approximately 24.82% of the Issuer’s currently outstanding Class A Shares.  Certain of the Reporting Persons are also making efforts to acquire the shares of the Issuer beneficially owned by SunEdison, Inc. (“SUNE”) as further described below, based on such Reporting Persons’ belief that, in addition to being an attractive investment opportunity, the Issuer will require operating and financial sponsorship, which the Reporting Persons or their affiliates are capable of providing.

Certain of the Reporting Persons have contacted representatives of the Issuer and SUNE in the past regarding a potential acquisition of SUNE’s shares in the Issuer and made private proposals to SUNE for the acquisition of such shares.  No specific proposal by the Reporting Persons is currently pending.  The Reporting Persons will continuously review their investment with respect to the Issuer and, depending on various factors, including the price of the Class A Shares; terms and conditions applicable to any potential transaction; the Issuer’s financial condition, business, operations and prospects; the status of the SUNE bankruptcy proceedings; the liquidity and diversification objectives of the Reporting Persons; and such other factors that the Reporting Persons deem relevant at any time or from time to time, may increase their economic exposure to the Issuer; acquire other Class A Shares of the Issuer or other securities of the Issuer, including securities convertible or exchangeable for the Class A Shares of the Issuer (including but not limited to Class B Shares of the Issuer) from time to time on the open market, in privately negotiated transactions, directly from the Issuer or SUNE or by other means (including, without limitation, extraordinary corporate transactions such as a merger or tender offer) and may make public or private proposals relating to the acquisition of all or a portion of the outstanding equity of the Issuer that the Reporting Persons do not beneficially own, subject in all cases to required regulatory approvals, if any, and compliance with applicable laws.
 
12
Although the Reporting Persons have no specific plan or proposal to dispose of the Class A Shares, the Reporting Persons also may, at any time and from time to time, subject to compliance with regulatory requirements and applicable securities laws, terminate in whole or in part, their positions under the Swap Agreements and/or dispose of or distribute some or all of their Class A Shares or such other securities they own or may subsequently acquire, depending on various factors, including the price of the Class A Shares; terms and conditions applicable to any potential transaction; liquidity and diversification objectives of the Reporting Persons; the matters set forth in the preceding sentence; and such other factors that the Reporting Persons deem relevant at any time or from time to time.

The Reporting Persons may, to the extent they deem advisable in the circumstances, participate in and influence the affairs of the Issuer through the exercise of their voting rights with respect to the Class A Shares owned by the Reporting Persons.

The Reporting Persons may engage in, or continue to engage in, as the case may be, communications with one or more security holders of the Issuer and/or SUNE; one or more officers of the Issuer and/or SUNE; one or more members of the Board of Directors of the Issuer and/or SUNE; one or more representatives of the Issuer and/or SUNE, including advisors and representatives of SUNE and its security holders engaged in SUNE’s bankruptcy-related proceedings; including but not limited to in relation to the status of any potential sale of SUNE’s interest in the Issuer; the Reporting Persons acting as a stalking horse bidder in a court-supervised sale of SUNE’s shares of the Issuer; the Issuer’s financial condition, business, operations and prospects; and the composition of the Board of Directors of the Issuer.
 
The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the termination, in whole or in part, of their positions under the Swap Agreements; the acquisition by persons of additional Class A Shares or the disposition of Class A Shares held by the Reporting Persons or other persons; the acquisition of other securities of the Issuer by the Reporting Persons or other persons; an extraordinary corporate transaction involving the Issuer; and/or changes in the Board of Directors or management of the Issuer.

Except to the extent that the foregoing may be deemed a plan or proposal, the Reporting Persons have no present plans or proposals which relate to or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and carry out any of the actions or transactions referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D, to the extent deemed advisable by the Reporting Persons.
 

Item 5. Interest in Securities of the Issuer.

(a)–(b)  The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 11,075,000 shares, constituting approximately 12.13% of the Issuer’s currently outstanding Class A Shares.  The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 91,280,208 outstanding as of April 21, 2016, based on information provided by SUNE, the parent company of the Issuer.  See Declaration of Patrick M. Cook at 13, In re SunEdison, Inc., et al., No. 16-10992, (Bankr. S.D.N.Y. 2016) (“As of [April 21, 2016], [TerraForm Power, Inc.] had 91,280,208 Class A shares outstanding…”). The aggregate economic exposure of the Reporting Persons to the Issuer, which consists of 11,075,000 Class A Shares beneficially owned by the Reporting Persons and economic exposure under the Swap Agreements described in Item 6 of 11,578,080 notional Class A Shares of the Issuer, is approximately 24.82% of the Issuer’s currently outstanding Class A Shares.
 
If the Reporting Persons are deemed to be members of a “group,” within the meaning of the Act, such “group” shall be deemed to beneficially own 11,075,000 Class A Shares, which represents approximately 12.13% of the Issuer’s outstanding Class A Shares.
 
13
(i) Orion US LP

(a) As of June 30, 2016, Orion US LP may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.45%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(ii) Orion US GP

(a) As of June 30, 2016, Orion US GP may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.45%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(iii) BIF

(a) As of June 30, 2016, BIF may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.45%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(iv) BAMPIC Canada

(a) As of June 30, 2016, BAMPIC Canada may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.45%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(v) Brookfield Credit Opportunities LP

(a) As of June 30, 2016, Brookfield Credit Opportunities LP may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.68%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

(vi) Brookfield Credit Opportunities GP

(a) As of June 30, 2016, Brookfield Credit Opportunities GP may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.68%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer
 
 
14
(vii) BAMPIC Credit

(a) As of June 30, 2016, BAMPIC Credit may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.68%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

(viii) Brookfield

(a) As of June 30, 2016, Brookfield may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 12.13%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

(ix) Partners

(a) As of June 30, 2016, Partners may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 12.13%
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

(c)  Schedule VII filed herewith, which is incorporated herein by reference, describes all of the transactions in Class A Shares of the Issuer that were effected in the past 60 days by the Reporting Persons.

(d)  Several investment funds advised by BAMPIC Canada have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by Orion US LP, and several other investment funds advised by BAMPIC Credit have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by Brookfield Credit Opportunities LP.  No such investment fund has a right to receive dividends from, or the proceeds from the sale of, more than five percent of the Class A Shares.

(e)  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons may, from time to time, enter into and dispose of cash-settled swap contracts or similar derivative transactions with one or more counterparties that are based upon the value of the securities of the Issuer, which transactions may be significant in amount.  These contracts will not give the Reporting Persons direct or indirect voting power or dispositive control over any securities of the Issuer and will not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer.  Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts or that may be held from time to time by any counterparties to such contracts.

The Reporting Persons have entered into three cash-settled total return swap agreements (the “Swap Agreements”) that constitute an aggregate economic exposure of 11,578,080 notional Class A Shares of the Issuer, or approximately 12.68% of the outstanding Class A Shares, but do not provide the Reporting Persons with any voting or dispositive power over any shares held by the counterparty and do not require the counterparty thereto to acquire, hold, vote or dispose of any shares of the Issuer.
 
15
Schedule VII filed herewith, which is incorporated herein by reference, describes the position of the relevant Reporting Persons under the three Swap Agreements, under which the relevant Reporting Persons have entered into multiple individual swap transactions.  Schedule VII describes the aggregate economic exposure, average unit cost and earliest and latest expiration dates under each Swap Agreement.  The Reporting Persons disclaim any beneficial ownership of any Class A Shares of the Issuer that may be referenced in such swaps or any other securities that may be held from time to time by the counterparty to such swaps.

Item 7. Materials to Be Filed as Exhibits.

Exhibit 99.1                          Joint Filing Agreement
 
16
SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
June 29, 2016
 
 
ORION US HOLDINGS 1 L.P. by its general
partner ORION US GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
ORION US GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
BROOKFIELD INFRASTRUCTURE FUND
III GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CANADA), L.P.
  
       
 
By:
/s/ James Rickert  
    Name:  James Rickert  
    Title:    Vice President  
   
Brookfield Private Funds Holdings Inc., as
general partner 
  
 
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES
MASTER FUND, L.P. by its general partner,
BROOKFIELD CREDIT OPPORTUNITIES
FUND GP, LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    Chairman  
       
 
 
17
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES
FUND GP, LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    Chairman  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CREDIT) LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    President and Treasurer  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT,
INC.
  
       
 
By:
/s/ A.J. Silber  
    Name:  A.J. Silber  
    Title:    Vice-President, Legal Affairs  
       
 
 
 
 
PARTNERS LIMITED
  
       
 
By:
/s/ Brian Lawson  
    Name:  Brian Lawson  
    Title:    President  
       
 
 
18
SCHEDULE I

ORION US GP LLC

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Brett Fox, Manager and
Managing Partner
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       
Darren Soice, Manager
1200 Smith Street
Suite 1200
 Houston, TX 77002
Senior Vice President of Brookfield
Canada
       
Ralph Klatzkin, Manager
and Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Fred Day, Manager and
Vice President
1200 Smith Street
Suite 1200
 Houston, TX 77002
Vice President of Brookfield
U.S.A.
       
Mark Srulowitz, Managing Partner
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       
Hadley Peer-Marshall,
Senior Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Senior Vice President of Brookfield
U.S.A.
       
Julian Deschatelets,
Senior Vice President
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
 M5J 2T3, Canada
Senior Vice President of Brookfield
Canada
       
Andrea Rocheleau,
Senior Vice President
41 Victoria Street
Gatineau, Québec
 J8X 2A1, Canada
Senior Vice President of Brookfield
Canada
       

19
SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Brett Fox, Manager and
Managing Partner
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       
Justin Beber, Manager and
Managing Partner
181 Bay Street, Suite 300, Brookfield Place,
Toronto, Ontario
 M5J 2T3, Canada
Managing Partner of Brookfield
Canada
       
Mark Srulowitz, Manager
and Managing Partner
 
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       
Darren Soice, Manager and
Senior Vice President
1200 Smith Street
Suite 1200
 Houston, TX 77002
Senior Vice President of Brookfield
Canada
       
Keiji Hattori, Associate
Vice President
NBF Hibiya Building 25F,
1-1-7 Uchisaiwaicho,
Chiyoda-ku,
 Tokyo 100-0011
Senior Vice President of Brookfield
Japan
       
Ralph Klatzkin, Manager
and Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Fred Day, Manager and
Vice President
1200 Smith Street
Suite 1200
 Houston, TX 77002
Vice President of Brookfield
U.S.A.
       

20
SCHEDULE III

BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Barry Blattman, Chairman
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice Chairman and
Senior Managing Partner of
Brookfield
U.S.A.
       
Anthony Bavaro,
Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Andrew Schmidt,
Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       

21
SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Barry Blattman, Director,
President and Treasurer
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice Chairman and Senior
Managing Partner of Brookfield
U.S.A.
       
David Levenson, Director
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
Canada
       
Robert Paine, Director
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Portfolio Manager of Brookfield
U.S.A.
       
Ronald Fisher-Dayn,
Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Anthony Bavaro,
Vice President
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Vice President of Brookfield
U.S.A.
       
Mark Srulowitz, Secretary
Brookfield Place
250 Vesey Street, 15th Floor
 New York, NY 10281
Managing Partner of Brookfield
U.S.A.
       

22
SCHEDULE V

BROOKFIELD ASSET MANAGEMENT, INC.

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
M. Elyse Allan, Director
2300 Meadowvale Road,
Mississauga, Ontario,
 L5N 5P9, Canada
President and Chief
Executive Officer of
General Electric Canada
Company Inc.
Canada
       
Jeffrey M. Blidner,
Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
       
Angela F. Braly, Director
832 Alverna Drive,
Indianapolis, Indiana
46260
President & Founder of
The Braly Group, LLC
U.S.A.
       
Jack L. Cockwell, Director
51 Yonge Street, Suite 400,
Toronto, Ontario
M5E 1J1, Canada
Corporate Director
Canada
       
Marcel R. Coutu, Director
335 8th Avenue SW,
Suite 1700
Calgary, Alberta
 T2P 1C9, Canada
Former President and
Chief Executive Officer of
Canadian Oil Sands Limited
Canada
       
Maureen Kempston Darkes,
Director
21 Burkebrook Place,
Apt. 712
Toronto, Ontario
 M4G 0A2, Canada
Corporate Director of
Brookfield and former
President, Latin America,
Africa and Middle East of
General Motors Corporation
Canada
       
J. Bruce Flatt, Director and
Senior Managing Partner
and Chief Executive Officer
181 Bay Street, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner
and Chief Executive Officer
of Brookfield
Canada
       
Robert J. Harding, Director
181 Bay Street, Suite 300,
Brookfield Place,
Toronto, Ontario
 M5J 2T3, Canada
Past Chairman of Brookfield
Canada
       
David W. Kerr, Director
c/o 51 Yonge Street,
Suite 400,
 Toronto, Ontario
M5E 1J1, Canada
Chairman of Halmont
Properties Corp.
Canada
       
Brian W. Kingston,
Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner of
Brookfield
Canada
 
 
23
 
 
       
Brian D. Lawson,
Senior Managing Partner and
Chief Financial Officer
181 Bay Street, Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner
and Chief Financial Officer of
Brookfield
Canada
       
Philip B. Lind, Director
Rogers Communications Inc.,
 333 Bloor Street East,
10th Floor,
 Toronto, Ontario
M4W 1G9, Canada
Co-Founder, Vice
Chairman and Director of
Rogers Communications
Inc.
Canada
       
Cyrus Madon,
Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
Senior Managing Partner of
Brookfield
Canada
       
Frank J. McKenna, Director
TD Bank Group,
P.O. Box 1, TD Centre,
 66 Wellington St. West,
4th Floor, TD Tower,
Toronto, Ontario
 M5K 1A2, Canada
Chair of Brookfield and
Deputy Chair of TD Bank
Group
Canada
       
Youssef A. Nasr, Director
P.O. Box 16 5927,
Beirut, Lebanon
Corporate Director of Brookfield
and former Chairman and CEO of
HSBC Middle East Ltd. and
former President of HSBC Bank Brazil
Lebanon and U.S.A.
       
Lord Augustine Thomas O’Donnell,
Director
P.O. Box 1, TD Centre,
66 Wellington St. W.,
4th Floor, TD Tower
Toronto, Ontario
 M5K 1A2, Canada
Chairman of Frontier Economics and Strategic Advisor of TD Bank Group
United Kingdom
       
Samuel J.B. Pollock,
Senior Managing Partner
181 Bay Street, Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner of Brookfield
 
Canada
       
Ngee Huat Seek, Director
168 Robinson Road
#37 — 01 Capital Tower
 Singapore 068912
Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation
Singapore
       
Diana L. Taylor, Director
Solera Capital L.L.C
625 Madison Avenue,
3rd Floor
 New York, N.Y. 10022
Vice Chair of Solera Capital LLC
U.S.A
       
George S. Taylor, Director
R.R. #3, 4675 Line 3,
St. Marys, Ontario
 N4X 1C6, Canada
Corporate Director of Brookfield
Canada
 
 
24
 
 
       
A.J. Silber, Vice-President,
Legal Affairs and Corporate Secretary
181 Bay Street, Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Vice-President, Legal Affairs
and Corporate Secretary of Brookfield
Canada
 
 
 
25
SCHEDULE VI

PARTNERS LIMITED

Name and Position of
Officer or Director
Principal Business
Address
Principal Occupation or
Employment
Citizenship
Jack L. Cockwell,
Director and Chairman
51 Yonge Street, Suite 400,
Toronto, Ontario
 M5E 1J1, Canada
Corporate Director
Canada
       
J. Bruce Flatt, Director
181 Bay Street, Brookfield Place,
Suite 300,
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner and
Chief Executive Officer of Brookfield
Canada
       
David W. Kerr, Director
51 Yonge Street, Suite 400,
 Toronto, Ontario
M5E 1J1, Canada
Chairman of Halmont Properties Corp.
Canada
       
Brian D. Lawson,
Director and President
Brookfield Asset Management, Inc.,
181 Bay Street,
Brookfield Place, Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner and Chief Financial Officer of Brookfield
Canada
       
George E. Myhal, Director
Partners Value Fund Inc.,
 181 Bay Street, Brookfield Place,
Suite 300,
Toronto, Ontario
 M5J 2T3, Canada
President and CEO of Partners Value Fund Inc.
Canada
       
Timothy R. Price, Director
51 Yonge Street,
 Suite 400
 Toronto, Ontario
M5E 1J1, Canada
Chairman, Brookfield Funds
Canada
       
Samuel J.B. Pollock, Director
Brookfield Asset Management, Inc.,
181 Bay Street, Brookfield Place,
Suite 300
Toronto, Ontario
 M5J 2T3, Canada
Senior Managing Partner of Brookfield
Canada
       
Tony E. Rubin, Treasurer
51 Yonge Street,
Suite 400
 Toronto, Ontario
M5E 1J1, Canada
Accountant
Canada
       
 
26
       
Lorretta Corso, Secretary
Brookfield Asset Management, Inc.,
181 Bay Street, Brookfield Place,
Suite 300,
Toronto, Ontario
 M5J 2T3, Canada
Corporate Secretarial Administrator, Brookfield
Canada
       
Derek E. Gorgi, Assistant Secretary
Brookfield Asset Management, Inc.,
181 Bay Street, Brookfield Place,
Suite 300,
Toronto, Ontario
 M5J 2T3, Canada
Senior Vice President of Brookfield
Canada
       

27
SCHEDULE VII

TRADING IN SHARES

The Reporting Persons effected the following transactions during the past 60 days in the Class A Shares of the Issuer:

Party
Trade Date
Buy / Sell
Number of Shares
Trade Price
Orion US LP
May 5, 2016
Buy
         100,000
 $ 9.8304
Orion US LP
May 5, 2016
Buy
         100,000
 $ 9.8825
Orion US LP
May 6, 2016
Buy
           50,000
 $ 9.9873
Orion US LP
May 11, 2016
Buy
         100,000
 $ 9.2291
Orion US LP
May 12, 2016
Buy
           50,000
 $ 8.8328
Orion US LP
May 12, 2016
Buy
           50,000
 $ 8.6458
Orion US LP
May 13, 2016
Buy
           50,000
 $ 8.8148
Orion US LP
June 16, 2016
Buy
         100,000
 $ 7.3794
Orion US LP
June 20, 2016
Buy
           50,000
 $ 8.5550
Orion US LP
June 20, 2016
Buy
         200,000
 $ 8.6904
Orion US LP
June 20, 2016
Buy
         200,000
 $ 8.8214
Orion US LP
June 20, 2016
Buy
         200,000
 $ 8.8179
Orion US LP
June 20, 2016
Buy
         200,000
 $ 8.9702
Orion US LP
June 21, 2016
Buy
         200,000
 $ 8.7126
Orion US LP
June 21, 2016
Buy
         200,000
 $ 8.8992
Orion US LP
June 21, 2016
Buy
         250,000
 $ 8.8627
Orion US LP
June 21, 2016
Buy
         200,000
 $ 8.9304
Orion US LP
June 22, 2016
Buy
         100,000
 $ 8.9790
Orion US LP
June 22, 2016
Buy
         100,000
 $ 8.8608
Orion US LP
June 22, 2016
Buy
         400,000
 $ 8.7906
Orion US LP
June 23, 2016
Buy
         100,000
 $ 8.7144
Orion US LP
June 23, 2016
Buy
         300,000
 $ 8.9451
Orion US LP
June 23, 2016
Buy
         239,484
 $ 9.0959
Orion US LP
June 24, 2016
Buy
         100,000
 $ 8.8949
Orion US LP
June 24, 2016
Buy
         200,000
 $ 8.9062
Orion US LP
June 24, 2016
Buy
         200,000
 $ 8.8953
Orion US LP
June 24, 2016
Buy
         500,000
 $ 8.8891
Orion US LP
June 24, 2016
Buy
           25,000
 $ 8.9000
Orion US LP
June 24, 2016
Buy
         300,000
 $ 8.8198
Orion US LP
June 24, 2016
Buy
         175,000
 $ 8.6848
Orion US LP
June 27, 2016
Buy
         172,519
 $ 8.3287
Orion US LP June 27, 2016 Buy       1,500,000   $ 8.2235 
Orion US LP 
 June 28, 2016  Buy          175,000  $ 8.8126
Orion US LP June 28, 2016 Buy           150,000  $ 8.7818 
Orion US LP 
 June 28, 2016 Buy            75,000  $ 8.7533
Orion US LP  June 28, 2016 Buy            46,979  $ 8.7657
 
 
CURRENT POSITIONS UNDER THE SWAP AGREEMENTS

The Reporting Persons have the following positions under each of the three Swap Agreements:

Reporting Person Party
Number Underlying Class A Shares
Unit Cost (Weighted Average)
Expiration Date
Orion US LP
9,036,740
$ 10.19
4/17/2017
Orion US LP
2,366,340
$ 9.27
5/17/2017 – 5/22/2017
Brookfield Credit Opportunities LP
175,000
$ 9.10
5/17/2017 – 6/7/2017


28
EXHIBIT INDEX


Exhibit
Number
  
Description
     
99.1
  
Joint Filing Agreement
     
 
 
 
 

 
29
Exhibit 99.1
 
JOINT FILING AGREEMENT

This will confirm the agreement among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Act.

This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

June 29, 2016
 
 
 
ORION US HOLDINGS 1 L.P. by its general
partner ORION US GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
ORION US GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
BROOKFIELD INFRASTRUCTURE FUND
III GP LLC
  
       
 
By:
/s/ Fred Day  
    Name:  Fred Day  
    Title:    Vice President  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CANADA), L.P.
  
       
 
By:
/s/ James Rickert  
    Name:  James Rickert  
    Title:    Vice President,  
   
Brookfield Private Funds Holdings Inc., as
general partner 
  
 
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES
MASTER FUND, L.P. by its general partner,
BROOKFIELD CREDIT OPPORTUNITIES
FUND GP, LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    Chairman  
       
 
 
 
 
BROOKFIELD CREDIT OPPORTUNITIES
FUND GP, LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    Chairman  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CREDIT) LLC
  
       
 
By:
/s/ Barry Blattman  
    Name:  Barry Blattman  
    Title:    President and Treasurer  
       
 
 
 
 
BROOKFIELD ASSET MANAGEMENT,
INC.
  
       
 
By:
/s/ A.J. Silber  
    Name:  A.J. Silber  
    Title:    Vice-President, Legal Affairs  
       
 
 
 
 
PARTNERS LIMITED
  
       
 
By:
/s/ Brian Lawson  
    Name:  Brian Lawson  
    Title:    President  
       
 

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