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.

 

 

(3) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018.

 

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CUSIP No. 88104R209

 

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
			75,594,459
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			75,594,459
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	75,594,459
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)
	51.05%(4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(4) Percentage ownership is based on an aggregate number of Class A Shares of 148,086,027 outstanding as of April 30, 2018, based on information disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed May 21, 2018.

 

 

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This Amendment No. 14 (this “Amendment No. 14”) to Schedule 13D is being filed by Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Fund III GP LLC, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 29, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on July 22, 2016, Amendment No. 2 to the Original Schedule 13D, filed on October 19, 2016, Amendment No. 3 to the Original Schedule 13D, filed on November 10, 2016, Amendment No. 4 to the Original Schedule 13D, filed on November 18, 2016, Amendment No. 5 to the Original Schedule 13D, filed on December 5, 2016, Amendment No. 6 to the Original Schedule 13D, filed on January 10, 2017, Amendment No. 7 to the Original Schedule 13D, filed on January 23, 2017, Amendment No. 8 to the Original Schedule 13D, filed on February 21, 2017, Amendment No. 9 to the Original Schedule 13D, filed on March 8, 2017, Amendment No. 10 to the Original Schedule 13D, filed on May 17, 2017, Amendment No. 11 to the Original Schedule 13D, filed on October 17, 2017, Amendment No. 12 to the Original Schedule 13D, filed on October 18, 2017 and Amendment No. 13 to the Original Schedule 13D, filed on February 7, 2018 (as so amended, the “Amended Schedule 13D”), with respect to beneficial ownership of the shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc., a corporation organized under the laws of the state of Delaware.

 

This Amendment No. 14 hereby amends Items 4, 6 and 7 of the Amended Schedule 13D as follows:

 

 

Item 4. Purpose of Transaction.

 

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

On May 28, 2018, Brookfield Asset Management Inc. and the Issuer entered into an amendment (the “Support Agreement Amendment”) to the Support Agreement dated February 6, 2018 (the “Support Agreement”). Pursuant to the Support Agreement Amendment, the amount of the Equity Offering covered by the Back-Stop (each as defined in the Support Agreement) increased from up to approximately $400 million to up to approximately $650 million.

The foregoing description of the Support Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement Amendment, which is attached hereto as Exhibit 99.15 and incorporated herein by reference.

 

Except as described in this Amendment No. 14 and the Amended Schedule 13D, the Reporting Persons have no plans or proposals which relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D (although the Reporting Persons reserve the right to develop such plans or proposals, subject to compliance with applicable laws).

 

 

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

 

Item 6 of the Amended Schedule 13D is hereby amended by adding the following:

 

The information set forth in Item 4 of this Amendment No. 14 is incorporated by reference into Item 6 of the Amended Schedule 13D.

 

Except as described in this Amendment No. 14 and the Amended Schedule 13D, the Reporting Persons are not currently parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

 

 

Item 7. Materials to Be Filed as Exhibits.

 

99.15 Support Agreement Amendment, dated as of May 28, 2018, by and between Brookfield Asset Management Inc. and TerraForm Power, Inc. 

 

 

	ORION US HOLDINGS 1 L.P. by its general partner ORION US GP LLC
	By:	/s/ Fred Day
		Name:  Fred Day
		Title:    Vice President