UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

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.

 

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CUSIP No. 88104R209

 

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CUSIP No. 88104R209

 

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) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares 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 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

 

 

 

CUSIP No. 88104R209

 

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) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares 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 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018.  Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

 

 

 

CUSIP No. 88104R209

 

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) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares 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 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018.  Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

 

 

 

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CUSIP No. 88104R209

 

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

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(1) 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.

 

(2) Percentage ownership is based on an aggregate number of Class A Shares of 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares 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 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US Holdings 1 L.P. and Brookfield BRP Holdings (Canada) Inc., respectively, on June 11, 2018.  Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

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This Amendment No. 17 (this “Amendment No. 17”) 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 BRP Holdings (Canada) Inc., 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, Amendment No. 13 to the Original Schedule 13D, filed on February 7, 2018, Amendment No. 14 to the Original Schedule 13D filed on May 29, 2018, Amendment No. 15 to the Original Schedule 13D filed on June 6, 2018 and Amendment No. 16 to the Original Schedule 13D, filed on June 12, 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 (the “Issuer”).

This Amendment No. 17 hereby amends Items 2(a)-(b), 3, 4, 5(a)-(c), 6 and 7 of the Amended Schedule 13D as follows:

Item 2. Identity and Background

Item 2(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)  This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person”):

 

(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;

(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.

Except as described in this Amendment No. 17 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 5. Interest in Securities of the Issuer

Item 5(a)-(c) of the Amended Schedule 13D are hereby amended and restated by deleting them in their 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 Amended Schedule 13D relates is 136,570,068 shares, constituting 65.33% 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 209,061,636 outstanding as of June 11, 2018, equal to (i) 148,086,027 Class A Shares 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 plus (ii) an aggregate of 31,097,561 Class A Shares and 29,878,048 Class A Shares purchased by Orion US LP and BRPHC, respectively, in the Brookfield Purchase. Brookfield BRP Holdings (Canada) Inc., the sole limited partner of BBHC Orion Holdco L.P., contributed 29,878,048 Class A Shares to BBHC Orion Holdco L.P. on June 29, 2018, as discussed in Item 4 of this Amendment No. 17.

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 136,570,068 Class A Shares, which represents 65.33% of the Issuer’s outstanding Class A Shares.

(i) Orion US LP

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

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

 

 

  (iv) BAMPIC Canada

 

(v) BRPHC

(vi) BBHC LP

(vii) Brookfield

(viii) Partners

(c) On June 11, 2018, pursuant to the Support Agreement, dated February 6, 2018, as amended by the Support Agreement Amendment, dated May 28, 2018 (as so amended, the “Support Agreement”) Orion US LP purchased 31,097,561 Class A Shares and BRPHC purchased 29,878,048 Class A Shares, in each case at a price per share of $10.66 (the “Brookfield Purchase”), in connection with the Issuer’s exercise of the Back-Stop (as defined in the Support Agreement). On June 29, 2018, BRPHC, as limited partner, contributed 29,878,048 Class A Shares to BBHC LP, as discussed in Item 4 of this Amendment No.17.

 

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. 17 is incorporated by reference into Item 6 of the Amended Schedule 13D.

Except as described in this Amendment No. 17 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.

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Item 7. Materials to Be Filed as Exhibits.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

June 29, 2018

	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 BRP HOLDINGS (CANADA) INC.
	By:	/s/ Jennifer Mazin
		Name:  Jennifer Mazin
		Title:    Senior Vice President and Secretary

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SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

 

 

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
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

Exhibit 99.20

JOINT FILING AGREEMENT

This will confirm the agreement among the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Act.

This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

June 29, 2018

 

 

 

Exhibit 99.21

CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT is effective as of the 29^th day of June, 2018 (this “Agreement”), is entered into by and among Brookfield BRP Holdings (Canada) Inc. (“BRP”) and BBHC Orion Holdco L.P. (“Subsidiary LP”) and Orion Canadian AIV GP Inc. (“AIV GP”) (together with BRP and Subsidiary LP, the “Parties”).

WHEREAS, BRP owns 29,878,048 Class A Common shares of Terraform Power, Inc. (the “TERP Shares”) and is a limited partner of Subsidiary LP; and

WHEREAS, BRP desires to contribute the TERP Shares to Subsidiary LP in exchange for the LP Units (as defined below); and

 

WHEREAS, the Parties wish to make an election under subsection 97(2) of the Income Tax Act (Canada) (the “Act”) in respect of the contribution of the TERP Shares and issuance of the LP Units.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

2.     Consideration.  Subsidiary LP shall (a) issue 100 Class A Units (“LP Units”) to BRP, the fair market value of which is US$318,499,991.68, in exchange for the TERP Shares; and (b) credit US$318,499,991.68 to BRP’s limited partner’s capital account in Subsidiary LP.

 

5.     Election. The Parties agree to make a joint election in prescribed form and within the prescribed time under subsection 97(2) of the Act (and the corresponding provisions of any applicable provincial tax legislation) in respect of the contribution of the TERP Shares and issuance of the LP Units.

  10.   Further Assurances.  Each of the parties hereto shall execute and cause to be delivered to the other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

 

	BROOKFIELD BRP HOLDINGS (CANADA) INC.
	By:	/s/ Douglas Christie
	Name:	Douglas Christie
	Title:	Senior Vice President

 

 

	By:	/s/ Adrienne Moore
	Name:	Adrienne Moore
	Title:	Vice President

 

 

	BBHC ORION HOLDCO L.P. By its general partner ORION CANADIAN AIV GP INC.
	By:	/s/ Douglas Christie
	Name:	Douglas Christie
	Title:	Senior Vice President

[Signature Page to Contribution Agreement]

Exhibit 99.22

REGISTRATION RIGHTS ASSIGNMENT AGREEMENT

THIS REGISTRATION RIGHTS ASSIGNMENT AGREEMENT is made as of the 29th day of June, 2018,

B E T W E E N:

RECITALS:

Orion US Holdings 1 L.P., a limited partnership incorporated under the laws of the State of Delaware (“Brookfield”) and TerraForm entered into a Registration Rights Agreement dated October 16, 2017 (together with the Registration Rights Joinder (as defined below), the “Registration Rights Agreement”);

BRPHC, Brookfield and TerraForm entered into a Registration Rights Joinder, dated June 11, 2018 (the “Registration Rights Joinder”), pursuant to BRPHC was added as a “Holder” (as defined the Registration Rights Agreement) and became subject to and bound by all the terms and conditions of the Registration Rights Agreement as a Holder;

Pursuant to Section 2.9 of the Registration Rights Agreement, (a) the rights of each Holder under the Registration Rights Agreement may, in the Holder’s discretion, be assigned, in whole or in part, to any direct or indirect transferee of all or any portion of such Holder’s “Registrable Shares” (as defined in the Registration Rights Agreement) who agrees in writing to be subject to and bound by all the terms and conditions of the Registration Rights Agreement and (b) the Holder shall provide TerraForm with written notice promptly after such assignment stating the name and address of the assignee and identifying the “Shares” (as defined in the Registration Rights Agreement) as to which the rights under the Registration Rights Agreement are being assigned;

BRPHC has contributed to BBHC LP 29,878,048 shares of Class A common stock, par value $0.01 per share, of TerraForm (the “Class A Shares”), which constitute all of BRPHC’s “Registrable Shares” under the Registration Rights Agreement (the “Share Contribution”); and

 

In connection with the Share Contribution, BRPHC desires to assign to BBHC LP its rights under the Registration Rights Agreement in connection with the Class A Shares.

NOW THEREFORE in consideration of the premises and mutual agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

Pursuant to Section 2.9 of the Registration Rights Agreement, (a) BRPHC hereby assigns to BBHC LP all the rights of BRPHC in relation to the Class A Shares as a Holder under the Registration Rights Agreement and (b) BBHC LP shall be subject to and bound by all the terms and conditions of the Registration Rights Agreement as a Holder.

The name and address of BBHC LP are as follows:

BBHC Orion Holdco L.P.

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

This Registration Rights Assignment Agreement shall constitute notice of the assignment of BRPHC’s rights pursuant to Section 2.9 of the Registration Rights Agreement, the receipt of which TerraForm hereby acknowledges.

Except as modified hereby, the terms of the Registration Rights Agreement remain in full force and effect. TerraForm acknowledges and agrees that the Conflicts Committee of the TerraForm Board of Directors has agreed to and approved this Registration Rights Assignment Agreement.

Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Registration Rights Joinder and shall use its best efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Registration Rights Assignment Agreement.

This Registration Rights Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York.

This Registration Rights Assignment Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Registration Rights Assignment Agreement may be made and evidenced by facsimile transmission or other means of electronic transmission.

 

 

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF the parties hereto have executed this Registration Rights Assignment Agreement as of the date first written above.

 

	BROOKFIELD BRP HOLDINGS     (CANADA) INC.,
	by:
		/s/ Jennifer Mazin
		Name:   Jennifer Mazin
		Title:     Senior Vice President and Secretary

 

 

AGREED AND ACKNOWLEDGED:

Exhibit 99.23

This Joinder Agreement, dated as of June 29, 2018, (this “Joinder Agreement”) is a joinder to the Governance Agreement, dated October 6, 2017, by and among TerraForm Power, Inc. (the “Company”), Orion US Holdings 1 L.P. (“Sponsor”) and the other parties party thereto from time to time (as supplemented by the joinder, dated June 11, 2018, by and among the Company, Sponsor and Brookfield BRP Holdings (Canada) Inc., the “Governance Agreement”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Governance Agreement.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Joinder Agreement as of the date first written above.

 

 

 

[Signature Page to Joinder Agreement]