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 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
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
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 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
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,536,004
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
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 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
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
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 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
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (4)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
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 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
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,535,004
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (5)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
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 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
|
|
|
||
19,535,004 (6)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
19,535,004 (6)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
19,535,004 (6)
|
|
|
|||
|
|
||||
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)
|
|
|
||
17.4% (7)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BROOKFIELD RENEWABLE 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
BERMUDA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (8)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BROOKFIELD RENEWABLE PARTNERS 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
|
|
|
||
BERMUDA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,000 (9)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000 (9)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000 (9)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (10)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BRP BERMUDA GP 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
BERMUDA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (11)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BREP HOLDING 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
|
|
|
||
BERMUDA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (12)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BROOKFIELD RENEWABLE ENERGY 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
|
|
|
||
BERMUDA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
1,000 (13)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000 (13)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000 (13)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (14)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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)
|
|
|
||
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
|
|
|
||
1,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
1,000
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,000
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.0% (15)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Exhibit 99.1 |
Letter Agreement, dated December 20, 2017, by and among Orion US Holdings 1 L.P., BRE GLBL Holdings Inc. and TerraForm Global, Inc.
|
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: Senior Vice President | |||
BROOKFIELD BRP HOLDINGS (CANADA) INC.
|
|||
|
By:
|
/s/ Andrea Rocheleau | |
Name: Andrea Rocheleau | |||
Title: Senior Vice President | |||
BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
|
|||
|
By:
|
/s/ Jane Sheere | |
Name: Jane Sheere | |||
Title: Secretary | |||
BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
|
|||
|
By:
|
/s/ Jane Sheere | |
Name: Jane Sheere | |||
Title: Secretary | |||
BRP BERMUDA GP LIMITED
|
|||
|
By:
|
/s/ Jane Sheere | |
Name: Jane Sheere | |||
Title: Secretary | |||
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
|
|||
|
By:
|
/s/ Jane Sheere | |
Name: Jane Sheere | |||
Title: Secretary | |||
BROOKFIELD RENEWABLE PARTNERS LIMITED
|
|||
|
By:
|
/s/ Jane Sheere | |
Name: Jane Sheere | |||
Title: Secretary | |||
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 | |||
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
|
William Fyfe, Assistant Secretary |
181 Bay Street, Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
|
Legal Counsel 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
|
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 Senior 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.
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
Edward Kress, Director and Chairman
|
51 Yonge Street, 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
Tuscon, AZ 85718
|
Financial Consultant, Ozona Corporation
|
U.S.A
|
Harry Goldgut, Chairman
BRE Group
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Executive Chairman, Infrastructure
and Power of Brookfield
|
Canada
|
Richard Legault, Chairman
BRE Group
|
41 Victoria Street
Gatineau, Quebec J8X 2A1,
Canada
|
Executive Chairman,
Renewable Power of Brookfield
|
Canada
|
Sachin Shah, Chief Executive Officer
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Senior Managing Partner of Brookfield
|
Canada
|
Nicholas Goodman, Chief Financial Officer
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Managing Partner of Brookfield
|
United Kingdom
|
Jennifer Mazin, Senior Vice President
& Secretary
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Managing Partner of Brookfield
|
Canada
|
Andrea Rocheleau, Senior Vice President
|
41 Victoria Street
Gatineau, Quebec J8X 2A1
Canada
|
Senior Vice President of Brookfield
|
Canada
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
Jeffrey M. Blidner, Director
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Vice Chairman of Brookfield
|
Canada
|
|
|
||
Eleazar de Carvalho Filho, Director
|
Rua Joaquim Floriano
1120 - 6th floor - Cj. 61
Itaim Bibi, São Paulo, SP
04534-004 Brazil
|
Founder of Virtus BR Partners
and Corporate Director,
Founder of Sinfonia Consultoria
e participações
|
Brazil
|
|
|
|
|
David Mann, Director
|
50 McCurdy Drive, Chester
Nova Scotia B0J 1J0,
Canada
|
Corporate Director
|
Canada
|
|
|
|
|
Lou Maroun, Director
|
20 South Road, Warwick
WK 02 Bermuda
|
Chairman of Sigma Real
Estate Advisors/Sigma Capital
Corporation
|
Canada
|
|
|
|
|
Lars Josefsson, Director
|
Contributor AB
Bilblioteksgatan 1, 4 tr
111 46 Stockholm, Sweden
|
Managing Director,
Contributor AB
|
Sweden
|
|
|
|
|
John Van Egmond, Director
|
6900 N. Ozona Drive
Tuscon, AZ 85718
|
Financial Consultant, Ozona Corporation
|
U.S.A.
|
|
|
|
|
Patricia Zuccotti, Director
|
4612 105th Avenue NE,
Kirkland, WA 98033
|
Corporate Director
|
U.S.A.
|
|
|
|
|
Gregory E.A. Morrison, President
|
73 Front Street, Hamilton
HM 12 Bermuda
|
President, Brookfield Bermuda
|
Canada
|
|
|
|
|
Gregory N. McConnie, Vice President
|
Wildey Business Park
2nd Floor, Wildey
St. Michael Barbados 14006
|
President and Chief Executive Officer
Brookfield International Bank Inc.
|
Barbados
|
|
|
|
|
Jane Sheere, Secretary
|
73 Front Street, Hamilton
HM 12 Bermuda
|
Manager - Corporate Services
of Brookfield Bermuda
|
United Kingdom
|
|
|
|
|
Anna Knapman-Scott, Assistant Secretary
|
73 Front Street, Hamilton
HM 12 Bermuda
|
Operations Manager & Legal Counsel
of Brookfield Bermuda
|
United Kingdom
|
Name and Position of Officer or Director
|
Principal Business Address
|
Principal Occupation or Employment
|
Citizenship
|
|
|
|
|
Jeffrey M. Blidner, Director
|
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
Canada
|
Vice Chairman of Brookfield
|
Canada
|
|
|
||
Eleazar de Carvalho Filho, Director
|
Rua Joaquim Floriano
1120 - 6th floor - Cj. 61
Itaim Bibi, São Paulo, SP
04534-004 Brazil
|
Founder of Virtus BR Partners
and Corporate Director,
Founder of Sinfonia Consultoria
e participações
|
Brazil
|
|
|
|
|
David Mann, Director
|
50 McCurdy Drive, Chester
Nova Scotia B0J 1J0,
Canada
|
Corporate Director
|
Canada
|
|
|
|
|
Lou Maroun, Director
|
20 South Road, Warwick
WK 02 Bermuda
|
Chairman of Sigma Real
Estate Advisors/Sigma Capital
Corporation
|
Canada
|
|
|
|
|
Lars Josefsson, Director
|
Contributor AB
Bilblioteksgatan 1, 4 tr
111 46 Stockholm, Sweden
|
Managing Director,
Contributor AB
|
Sweden
|
|
|
|
|
John Van Egmond, Director
|
6900 N. Ozona Drive
Tuscon, AZ 85718
|
Financial Consultant, Ozona Corporation
|
U.S.A.
|
|
|
|
|
Patricia Zuccotti, Director
|
4612 105th Avenue NE,
Kirkland, WA 98033
|
Corporate Director
|
U.S.A.
|
|
|
|
|
Gregory E.A. Morrison, President
|
73 Front Street, Hamilton
HM 12 Bermuda
|
President, Brookfield Bermuda
|
Canada
|
|
|
|
|
Gregory N. McConnie, Vice President
|
Wildey Business Park
2nd Floor, Wildey
St. Michael Barbados 14006
|
President and Chief Executive Officer
Brookfield International Bank Inc.
|
Barbados
|
|
|
|
|
Jane Sheere, Secretary
|
73 Front Street, Hamilton
HM 12 Bermuda
|
Manager - Corporate Services
of Brookfield Bermuda
|
United Kingdom
|
|
|
|
|
Anna Knapman-Scott,
Assistant Secretary
|
73 Front Street, Hamilton
HM 12 Bermuda
|
Operations Manager & Legal Counsel
of Brookfield Bermuda
|
United Kingdom
|
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 & U.S.A.
|
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 |
Rua General
Venãncio Flores
50 Cob 01
Leblon, Rio de Janeiro, Brazil
|
Corporate Director | Brazil |
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
|
Chairman, Brookfield Global Infrastructure Advisory Board
|
Canada
|
David W. Kerr, Director
|
c/o 51 Yonge Street, Suite 400,
Toronto, Ontario M5E 1J1,
Canada
|
Corporate Director
|
Canada
|
Brian W. Kingston, Senior Managing Partner
|
250 Vesey Street, 15th Floor,
New York, NY 10281
|
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
|
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
|
Rafael Miranda |
C/Santiago de Compostela 100,
28035 Madrid, Spain
|
Chairman, Acerinox | Spain |
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
|
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
|
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
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Corporate Director
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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
|
Director, Chairman, 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
|
Exhibit
Number
|
|
Description
|
|
|
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99.1
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Letter Agreement, dated December 20, 2017, by and among Orion US Holdings 1 L.P., BRE GLBL Holdings Inc. and TerraForm Global, Inc.
|