4//SEC Filing
BBHC Orion Holdco L.P. 4
Accession 0000950157-18-000888
CIK 0001599947other
Filed
Aug 6, 8:00 PM ET
Accepted
Aug 7, 5:01 PM ET
Size
19.1 KB
Accession
0000950157-18-000888
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
BROOKFIELD Corp /ON/
10% Owner
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
Partners Ltd
10% Owner
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
ORION US GP LLC
10% Owner
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
BBHC Orion Holdco L.P.
10% Owner
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
ORION US HOLDINGS 1 L.P.
10% Owner
Transactions
- Other
Common Stock, Class A, $0.01 par value
2018-08-03+80,084→ 29,958,132 total(indirect: Owned by Orion US Holdings 1 L.P.)
Footnotes (4)
- [F1]This Form 4 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. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P.; (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). 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 held by Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.
- [F4]On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.
Documents
Issuer
TerraForm Power, Inc.
CIK 0001599947
Entity typeother
IncorporatedOntario, Canada
Related Parties
1- filerCIK 0001745194
Filing Metadata
- Form type
- 4
- Filed
- Aug 6, 8:00 PM ET
- Accepted
- Aug 7, 5:01 PM ET
- Size
- 19.1 KB