TerraForm Power, Inc.
|
(Name of Issuer)
|
Common stock, Class A, $0.01 par value
|
(Title of Class of Securities)
|
88104R209
|
(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 29, 2018
|
(Date of Event which Requires Filing of this Statement)
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1
|
NAMES OF REPORTING PERSONS
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
BROOKFIELD ASSET MANAGEMENT INC.
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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|
||
(a) ☒ (b) ☐ |
|
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|||
|
|
||||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
|
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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||
☐ |
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|||
|
|
||||
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
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
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)
|
|
|
||
65.33%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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|
|||
PARTNERS LIMITED
|
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
||
(a) ☒ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
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
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
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)
|
|
|
||
65.33%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
BROOKFIELD BRP HOLDINGS (CANADA) INC.
|
|
|
|||
|
|
||||
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
|
|
|
||
ONTARIO
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
136,570,068
|
|
|
|||
|
|
||||
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)
|
|
|
||
65.33%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
BBHC ORION HOLDCO 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)
|
|
|
||
OO
|
|
|
|||
|
|
||||
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
|
|
|
||
29,878,048
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
29,878,048
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
29,878,048
|
|
|
|||
|
|
||||
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)
|
|
|
||
14.29%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.03%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.03%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
106,692,020
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.03%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
|
|
||
106,692,020(1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
106,692,020(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
106,692,020(1)
|
|
|
|||
|
|
||||
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)
|
|
|
||
51.03%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
|
(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)
|
BBHC Orion Holdco L.P., a limited partnership formed under the laws of the Province of Ontario, Canada (“BBHC LP”), with respect to the Class A Shares of the Issuer directly owned by it;
|
(vi)
|
Brookfield BRP Holdings (Canada) Inc., a corporation formed under the laws of the Province of Ontario, Canada, (“BRPHC”), which is a wholly owned subsidiary of Brookfield and sole limited partner and indirect sole general partner of BBHC LP, with respect to Class A Shares of the Issuer held by Orion US LP and BBHC LP;
|
(vii)
|
Brookfield Asset Management, Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Brookfield”), which is the ultimate parent of BIF, BAMPIC Canada and BRPHC and may be deemed to have voting and dispositive power over the Class A Shares held by the Reporting Persons; and
|
(viii)
|
Partners Limited, a corporation formed under the laws of the Province of Ontario, Canada (“Partners”). Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 867,495 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares.
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(a)
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As of June 29, 2018, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%
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(b)
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Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer
|
(a)
|
As of June 29, 2018, Orion US GP may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%
|
(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer
|
(a)
|
As of June 29, 2018, BIF may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%
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(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer
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(a)
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As of June 29, 2018, BAMPIC Canada may be deemed the beneficial owner of 106,692,020 Class A Shares of the Issuer, constituting a percentage of 51.03%
|
(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 106,692,020 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 106,692,020 Class A Shares of the Issuer
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(a)
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As of June 29, 2018, BRPHC may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%
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(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer
|
(a)
|
As of June 29, 2018, BBHC LP may be deemed the beneficial owner of 29,878,048 Class A Shares of the Issuer, constituting a percentage of 14.29%
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(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 29,878,048 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 29,878,048 Class A Shares of the Issuer
|
(a)
|
As of June 29, 2018, Brookfield may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%
|
(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer
|
(a)
|
As of June 29, 2018, Partners may be deemed the beneficial owner of 136,570,068 Class A Shares of the Issuer, constituting a percentage of 65.33%
|
(b)
|
Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 136,570,068 Class A Shares of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 136,570,068 Class A Shares of the Issuer
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99.20
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Joint Filing Agreement, dated June 29, 2018, by and among Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Partners Fund III GP LLC, Brookfield Asset Management Private Institutional Adviser (Canada), L.P., BBHC Orion Holdco L.P., Brookfield BRP Holdings (Canada) Inc., Brookfield Asset Management Inc. and Partners Limited
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99.21
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Contribution Agreement, dated June 29, 2018, by and among Brookfield BRP Holdings (Canada) Inc., Orion Canadian AIV GP Inc. and BBHC Orion Holdco L.P.
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99.22
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Registration Rights Assignment Agreement, dated June 29, 2018, by and among Brookfield BRP Holdings (Canada) Inc., BBHC Orion Holdco L.P. and TerraForm Power, Inc.
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99.23
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Joinder Agreement, dated June 29, 2018, by and among Orion US Holdings 1 L.P., Brookfield BRP Holdings (Canada) Inc., BBHC Orion Holdco L.P. and TerraForm Power, Inc.
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ORION US HOLDINGS 1 L.P.,
by its general partner,
ORION US GP LLC
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|||
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By:
|
/s/ Fred Day | |
Name: Fred Day | |||
Title: Vice President | |||
ORION US GP LLC
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|||
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By:
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/s/ Fred Day | |
Name: Fred Day | |||
Title: Vice President | |||
BROOKFIELD INFRASTRUCTURE
FUND III GP LLC
|
|||
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By:
|
/s/ Fred Day | |
Name: Fred Day | |||
Title: Vice President | |||
BROOKFIELD ASSET MANAGEMENT
PRIVATE INSTITUTIONAL CAPITAL
ADVISER (CANADA), L.P.,
by its general partner,
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
|
|||
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By:
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/s/ James Rickert | |
Name: James Rickert | |||
Title: Senior Vice President | |||
BROOKFIELD BRP HOLDINGS
(CANADA) INC.
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|||
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By:
|
/s/ Jennifer Mazin | |
Name: Jennifer Mazin | |||
Title: Senior Vice President and Secretary | |||
BBHC ORION HOLDCO L.P.,
by its general partner, ORION CANADIAN AIV GP INC. |
|||
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By:
|
/s/ Adrienne Moore | |
Name: Adrienne Moore | |||
Title: Vice President | |||
BROOKFIELD ASSET MANAGEMENT INC.
|
|||
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By:
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/s/ A.J. Silber | |
Name: A.J. Silber | |||
Title: Vice-President, Legal Affairs | |||
PARTNERS LIMITED
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|||
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By:
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/s/ Brian D. Lawson | |
Name: Brian D. Lawson | |||
Title: President | |||
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
Keiji Hattori,
Associate Vice President
|
NBF Hibiya Building 25F,
1-1-7 Uchisaiwaicho,
Chiyoda-ku,
Tokyo 100-0011
|
Senior Vice President of Brookfield
|
Japan
|
Scott Peak,
Manager
|
1200 Smith Street
Suite 1200
Houston, TX 77002
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Managing Director of Brookfield
|
U.S.A
|
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.
|
Hadley Peer-Marshall,
Senior Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
Managing Director of Brookfield
|
U.S.A.
|
Julian Deschatelets,
Senior Vice President
|
181 Bay Street,
Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
|
Managing Director of Brookfield
|
Canada
|
Andrea Rocheleau,
Senior Vice President
|
41 Victoria Street
Gatineau, Québec
J8X 2A1, Canada
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Managing Director of Brookfield
|
Canada
|
William Fyfe,
Assistant Secretary
|
181 Bay Street,
Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
|
Vice President of Brookfield
|
Canada
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
Justin Beber,
President
|
181 Bay Street, Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
|
Senior Managing Partner of Brookfield
|
Canada
|
Mark Srulowitz,
Manager and Vice President
|
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281
|
Managing Partner of Brookfield
|
U.S.A.
|
Scott Peak,
Manager
|
1200 Smith Street
Suite 1200
Houston, TX 77002
|
Managing Director of Brookfield
|
U.S.A
|
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.
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
Edward Kress,
Director and Chairman
|
51 Yonge St, Suite 400
Toronto, Ontario
M5E 1J1, Canada
|
Corporate Director
|
Canada
|
David Mann,
Director
|
50 McCurdy Drive
Chester, Nova Scotia
B0J 1J0, Canada
|
Corporate Director
|
Canada
|
John Van Egmond,
Director
|
6900 N. Ozona Drive
Tucson, AZ 85718
|
Financial Consultant, Ozona Corporation
|
U.S.A.
|
Harry Goldgut,
Vice Chairman
|
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Vice Chairman, Infrastructure and Power
|
Canada
|
Richard Legault,
Vice Chairman
|
41 Victoria Street
Gatineau, Quebec
J8X 2A1, Canada
|
Executive Chairman, Renewable Power
|
Canada
|
Sachin Shah,
Chief Executive Officer
|
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Senior Managing Partner of Brookfield
|
Canada
|
Wyatt Hartley,
Chief Financial Officer
|
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Managing Director of Brookfield
|
Canada
|
Jennifer Mazin,
Senior Vice President & Secretary
|
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Managing Partner of Brookfield
|
Canada
|
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,
Director and Vice Chairman
|
181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Vice Chairman 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
|
10 Avoca Avenue
Unit 1904
Toronto, Ontario
M4T 2B7, Canada
|
Corporate Director of Brookfield and former President, Latin America, Africa and Middle East of General Motors Corporation
|
Canada
|
Murilo Ferreira,
Director
|
Rua General
Venãncio Flores
50 Cob. 01
Leblon, Rio de Janiero-
RJ 22441-090
|
Corporate Director
|
Brazil
|
J. Bruce Flatt,
Director, 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
|
Brian W. Kingston,
Senior Managing Partner
|
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada
|
Senior Managing Partner of Brookfield
|
Canada
|
Brian D. Lawson,
Director, 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
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
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
|
A.J. Silber,
Vice-President, Legal Affairs
|
181 Bay Street,
Suite 300
Toronto, Ontario
M5J 2T3, Canada |
Vice-President, Legal Affairs of Brookfield
|
Canada
|
Rafael Miranda
Director
|
C/Santiago de Compostela 100
Madrid, Spain
23085
|
Former Chief
Executive Officer of Endesa, S.A.
|
Spain
|
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
|
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
|
Director of Partners Limited
|
Canada
|
Timothy R. Price,
Director
|
51 Yonge Street,
Suite 400
Toronto, Ontario
M5E 1J1, Canada
|
Chairman, Brookfield Funds
|
Canada
|
Lorretta Corso,
Secretary
|
Brookfield Asset Management, Inc.,
181 Bay Street,
Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
|
Corporate Secretarial Administrator, Brookfield
|
Canada
|