UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)*

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)


May 16, 2017
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.79%(1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

(1) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.79%(2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

 
(2) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.
 



 
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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.13%(3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 

(3) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.
 
 




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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.13%(4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

(4) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.13%(5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

 
(5) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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(6)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,450,000(6)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,450,000(6)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.13%(7)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
 
(6) Orion US LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(7) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.67%(8)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
 
(8) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.67%(9)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

 
(9) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.




 
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 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(10)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
625,000(10)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
625,000(10)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 ☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.67%(11)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

 
(10) Brookfield Credit Opportunities LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(11) Percentage ownership is based on an aggregate number of Class A Shares of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017.
 



 
This Amendment No. 10 (this “Amendment No. 10”) 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 Credit Opportunities Master Fund, L.P., Brookfield Credit Opportunities Fund GP, LLC, Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC, 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 and Amendment No. 9 to the Original Schedule 13D, filed on March 8, 2017 (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. 10 hereby amends and restates Item 5(a) – (b) and amends Item 2 and Item 6 of the Amended Schedule 13D as follows:

Item 2. Identity and Background.

Item 2 of the Amended Schedule 13D is hereby amended by deleting in their entirety Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V and Schedule VI, which set forth a list of the directors and executive officers of Orion US GP, BIF, Brookfield Credit Opportunities GP, BAMPIC Credit, Brookfield and Partners, respectively, and the principal occupations and addresses of such directors and executive officers, and substituting Schedule I, Schedule II, Schedule III, Schedule IV, Schedule V and Schedule VI attached hereto in lieu thereof.
 
Item 5. Interest in Securities of the Issuer.

Item 5(a) – (b) of the Amended Schedule 13D is hereby amended and restated by deleting it in its entirety and substituting the following in lieu thereof:

(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 11.79% 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 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017. 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 11,553,080 notional Class A Shares of the Issuer, is approximately 24.09% 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 11.79% of the Issuer’s outstanding Class A Shares.

(i) Orion US LP

 
(a)
As of May 17, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
     
 
(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

Orion US LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(ii) Orion US GP

 
(a)
As of May 17, 2017, Orion US GP may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
     
 
(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
 
 

 
 
Orion US GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person. 
 
(iii) BIF

 
(a)
As of May 17, 2017, BIF may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
     
 
(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 May 17, 2017, BAMPIC Canada may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
     
 
(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 May 17, 2017, Brookfield Credit Opportunities LP may, subject to its disclaimer below, be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
     
 
(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

Brookfield Credit Opportunities LP disclaims beneficial ownership of any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(vi) Brookfield Credit Opportunities GP

 
(a)
As of May 17, 2017, Brookfield Credit Opportunities GP may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
     
 
(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
 
Brookfield Credit Opportunities GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(vii) BAMPIC Credit

 
(a)
As of May 17, 2017, BAMPIC Credit may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
     
 
(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 May 17, 2017, Brookfield may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
     
 
(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 May 17, 2017, Partners may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
     
 
(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

 
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:

On May 16, 2017, Orion US LP extended the expiration date of its Swap Agreement covering 2,366,340 underlying Class A Shares from dates ranging between 5/17/2017 – 5/22/2017 to the earlier of the date on which the Effective Time (as defined in the Transaction Agreement) of the Merger occurs or dates ranging between 3/26/2018 – 3/29/2018.  The Reporting Persons continue to jointly have aggregate economic exposure to approximately 24.09% of the Class A Shares, consisting of 11,075,000 Class A Shares, and the economic exposure to 11,553,080 Class A Shares under the Swap Agreements.

Except as described in this Amendment No. 10 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.
 




 
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.


May 17, 2017
 
 
 
 
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 its general partner,
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
 
       
 
By:
/s/ James Rickert  
    Name:  James Rickert  
    Title:    Vice President  
       
 
 


 
 
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 D. Lawson  
    Name:  Brian D. Lawson  
    Title:    President  
       
 
 

 

SCHEDULE I

ORION US GP LLC
 
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
 
Senior Vice President 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
 
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
             
Trevor Carson,
Vice President
 
181 Bay Street, Suite 300
Brookfield Place
Toronto, Ontario M5J 2T3
Canada
  Vice President of Brookfield   Canada

 
 

 
 
SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

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
 
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 and Vice President
 
1200 Smith Street
Suite 1200
Houston, TX 77002
 
Senior Vice President 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.
             
 
 

 

 

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.
             
David Levenson,
President
 
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281 
  Managing Partner of Brookfield    Canada 

 
 
 
 
 
 
 
 
 
 

 
 
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.
             

 
 
 
 

 
 
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,
Director and 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
 
 

 
 
             
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
 
501 Orchard Road
#08–01 Wheelock Place
Singapore 238880
 
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
             
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
 
 


 
 
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
             
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 Investments,
181 Bay Street, Brookfield Place, Suite 300,
Toronto, Ontario
M5J 2T3, Canada
 
President and CEO of Partners Value Investments
 
Canada
             
Timothy R. Price, Director
 
51 Yonge Street,
 Suite 400
Toronto, Ontario M5E 1J1, Canada
 
Chairman, Brookfield Funds
 
Canada
             
Tony E. Rubin, Treasurer
 
51 Yonge Street,
Suite 400
Toronto, Ontario M5E 1J1, Canada
 
Accountant
 
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