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3//SEC Filing

Brookfield Credit Opportunities Master Fund, L.P. 3

Accession 0000950157-16-002032

CIK 0001599947other
View on SEC.govCompany Profile

Filed

Jul 6, 8:00 PM ET

Accepted

Jul 7, 4:44 PM ET

Size

27.7 KB

Accession

0000950157-16-002032

Insider Transaction Report

Form 3
Period: 2016-06-27
TerraForm Power, Inc.TERP
BROOKFIELD Corp /ON/
10% Owner
Holdings

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000
Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP
10% Owner
Holdings

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)
Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC
10% Owner
Holdings

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000
Partners Ltd
10% Owner
Holdings

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)
Brookfield Credit Opportunities Fund GP, LLC
10% Owner
Holdings

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000
Brookfield Credit Opportunities Master Fund, L.P.
10% Owner
Holdings

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)
Brookfield Infrastructure Fund III GP LLC
10% Owner
Holdings

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)
ORION US GP LLC
10% Owner
Holdings

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000
ORION US HOLDINGS 1 L.P.
10% Owner
Holdings

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Orion US Holdings 1 L.P.)
    10,450,000

  • Common Stock, Class A, $0.01 par value

    (indirect: Owned by Brookfield Credit Opportunities Master Fund, L.P.)
    625,000

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $9.27Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (2,366,340 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Brookfield Credit Opportunities Master Fund, L.P.)
    Exercise: $9.10Exp: 2017-05-17→ Common Stock, Class A, $0.01 par value (175,000 underlying)

  • Cash-settled total return swaps

    (indirect: Position of Orion US Holdings 1 L.P.)
    Exercise: $10.19Exp: 2017-04-17→ Common Stock, Class A, $0.01 par value (9,036,740 underlying)
Footnotes (7)
  • [F1]This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield Credit Opportunities Master Fund, L.P.; (vi) Brookfield Credit Opportunities Fund GP, LLC; (vii) Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; (viii) Brookfield Asset Management Inc.; and (ix) Partners Limited. 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 Securities Exchange Act of 1934 (the "Act").
  • [F2]Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
  • [F3]The following Reporting Persons may be deemed to beneficially own the securities beneficially owned by Orion US Holdings 1 L.P.: Orion US GP LLC, as general partner of Orion US Holdings 1 L.P.; Brookfield Infrastructure Fund III GP LLC, as indirect general partner of Orion US Holdings 1 L.P. and Orion US GP LLC; Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., as investment advisor to Brookfield Infrastructure Fund III GP LLC; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
  • [F4]The following Reporting Persons may be deemed to beneficially own securities beneficially owned by Brookfield Credit Opportunities Master Fund, L.P.: Brookfield Credit Opportunities Fund GP, LLC, as general partner of Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC, as investment advisor to Brookfield Credit Opportunities Master Fund, L.P.; Brookfield Asset Management Inc., as the ultimate parent of Brookfield Credit Opportunities GP, LLC and Brookfield Asset Management Private Institutional Capital Adviser (Credit), LLC; and Partners Limited, which holds 85,120 Class B limited voting shares of Brookfield Asset Management Inc., representing 100% of such shares, and 549,957 Class A limited voting shares of Brookfield Asset Management Inc., representing approximately 0.1% of such shares.
  • [F5]The Reporting Persons have entered into three cash-settled total return swap agreements (the "Swap Agreements") as reported in Table II, under which: (i) the relevant Reporting Persons will be obligated to pay the counterparty any negative price performance of the shares of Class A common stock of the Issuer subject to such swap at the expiration date of such swap and (ii) the counterparty will be obligated to pay the relevant Reporting Persons any positive price performance of the shares of Class A common stock of the Issuer subject to such swap at the expiration date of such swap. Any dividends received by the counterparty on such notional shares of Class A common stock of the Issuer during the term of the swap will be paid to the relevant Reporting Persons. All balances will be cash settled at the expiration date of the swaps.
  • [F6]Table II describes the position of the relevant Reporting Persons under each Swap Agreement, under which the relevant Reporting Persons have entered into multiple individual swap transactions, including the aggregate economic exposure based on the number of underlying shares of the Issuer, weighted average unit cost per underlying share and the earliest expiration date. The Swap Agreement reported in Table II with 2,366,340 notional underlying shares and held by Orion US Holdings 1 L.P. has a range of expiration dates of 5/17/17 to 5/22/17. The Swap Agreement reported in Table II with 175,000 notional underlying shares and held by Brookfield Credit Opportunities Master Fund, L.P. has a range of expiration dates of 5/17/17 to 6/7/17.
  • [F7]The Swap Agreements 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. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Class A common stock 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.

Documents

1 file

Issuer

TerraForm Power, Inc.

CIK 0001599947

→
Entity typeother
IncorporatedCayman Islands

Related Parties

1
  • filerCIK 0001679043

Filing Metadata

Form type
3
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 4:44 PM ET
Size
27.7 KB
View on SEC.gov