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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

TerraForm Global, Inc.
(Name of Issuer)
 

Common stock, Class A, $0.01 par value
(Title of Class of Securities)
 

88104M101
(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)


December 28, 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. 88104M101
 
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
 
 
1
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1
 
 
 
 
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)
 
 
100.0% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
2

 
CUSIP No. 88104M101
 
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
 
 
1
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1
 
 
 
 
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)
 
 
100.0% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(2) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
3

 
CUSIP No. 88104M101
 
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
 
 
1
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1
 
 
 
 
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)
 
 
100.0% (3)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(3) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
 
4

CUSIP No. 88104M101
 
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
 
 
1
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1
 
 
 
 
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)
 
 
100.0% (4)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(4) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
5

 
CUSIP No. 88104M101
 
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
 
 
1
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1
 
 
 
 
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)
 
 
100.0% (5)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(5) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
6

 
CUSIP No. 88104M101
 
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
 
 
1 (6)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1 (6)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1 (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)
 
 
100.0% (7)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(6) Orion US Holdings 1 L.P. disclaims beneficial ownership of any shares of Class A common stock of the Surviving Corporation, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.
 
(7) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
7

 
CUSIP No. 88104M101
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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
 
 
 
 
 
(8) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
8

 
CUSIP No. 88104M101
 
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
 
 
0 (9)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (9)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (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
 
 
 
 
 
(9) Brookfield Renewable Partners L.P. disclaims beneficial ownership of any shares of Class A common stock of the Surviving Corporation, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.
 
(10) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
9

 
CUSIP No. 88104M101
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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
 
 
 
 
 
(11) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
10

 
CUSIP No. 88104M101
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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
 
 
 
 
 
(12) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
11

 
CUSIP No. 88104M101
 
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
 
 
0 (13)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0 (13)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0 (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
 
 
 
 
 
(13) Brookfield Renewable Energy L.P. disclaims beneficial ownership of any shares of Class A common stock of the Surviving Corporation, including any shares of Class A common stock that may be deemed to be beneficially owned by any other Reporting Person.
 
(14) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
12

 
CUSIP No. 88104M101
 
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
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
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
 
 
 
 
 
(15) Percentage ownership is based on an aggregate number of shares of Class A common stock of the Surviving Corporation of 1 outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.
 
 
13

 
This Amendment No. 2 (the “Amendment No. 2”) 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 Renewable Energy L.P., BREP Holding L.P., BRP Bermuda GP Limited, Brookfield Renewable Partners L.P., Brookfield Renewable Partners Limited, Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 30, 2017 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on December 21, 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 Global, Inc., a corporation organized under the laws of the state of Delaware.

This Amendment No. 2 hereby amends Item 1, Item 3, Item 4 and Item 5 of the Amended Schedule 13D as follows:


Item 1. Security and Issuer.

Item 1 of the Amended Schedule 13D is hereby amended by adding the following:

Item 4 of this Amendment No. 2 is incorporated herein by reference.

The class of equity securities to which this statement relates is the Surviving Corporation Class A Share.


Item 3. Source and Amounts of Funds or Other Consideration.

Item 3 of the Amended Schedule 13D is hereby amended by adding the following:

Item 4 of this Amendment No. 2 is incorporated herein by reference.

The Surviving Corporation Class A Share reported to be directly owned by Orion US LP was acquired in connection with the consummation of the Merger. In connection with the consummation of the Merger, an aggregate amount of $665,156,252.60 (the “Aggregate Consideration”) was paid by Orion US LP or the Issuer to holders of Class A Shares (other than Orion US LP, Merger Sub or any other direct or indirect wholly-owned subsidiary of Orion US LP), restricted stock awards and restricted stock units of the Issuer under the Issuer’s 2014 Long-Term Incentive Plan and Class B Units (as defined in the Merger Agreement), in each case outstanding as of immediately prior to the effective time of the Merger.

Of the Aggregate Consideration, $657,525,178.70 was funded from available liquidity of Orion US LP, which includes a revolving syndicated credit facility to which affiliated entities of Orion US LP are parties. As capital is called from committed limited partner investors, such investment capital will be used to repay the revolving credit facility. The revolving credit facility has a stated maturity date of June 21, 2019, a total aggregate principal amount of $1,200,000,000 and an effective interest rate tied to certain benchmark interest rates plus a margin of up to 1.5%.

The remaining $7,631,073.90 of the Aggregate Consideration was funded from available liquidity of the Issuer.


Item 4. Purpose of Transaction.

Item 4 of the Amended Schedule 13D is hereby amended by adding the following:
 
 

14

Consummation of the Merger

On December 28, 2017, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Orion US LP. In connection with the consummation of the Merger, the Issuer notified The NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and requested that NASDAQ file with the U.S. Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Class A Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Issuer also intends to file with the SEC a Form 15 requesting that the Issuer’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

In connection with the consummation of the Merger, the Class A Shares ceased to be outstanding, were cancelled and ceased to exist (subject to any appraisal rights the holder thereof may have pursuant to Section 262 of the Delaware General Corporation Law, as amended), and each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Merger, of which there was one such share, was converted into one share of Class A common stock (the “Surviving Corporation Class A Share”), par value $0.01 per share, of the Surviving Corporation. As of the effective time of the Merger, the sole direct holder of the Surviving Corporation Class A Share is Orion US LP.


Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) 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 Surviving Corporation Class A Shares of the Issuer beneficially owned by the Reporting Persons to which this Amended Schedule 13D relates is one share, constituting 100.0% of the Issuer’s outstanding Surviving Corporation Class A Shares. The percentage of Surviving Corporation Class A Shares of the Issuer is based on an aggregate number of Surviving Corporation Class A Shares of the Issuer of one outstanding as of the effective time of the Merger on December 28, 2017, pursuant to the Merger Agreement.

(i) Orion US LP
 
 
(a) As of effective time of the Merger on December 28, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 1 Surviving Corporation Class A Share of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer
 
Orion US LP disclaims beneficial ownership of any Surviving Corporation Class A Shares, including any Surviving Corporation Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(ii) Orion US GP
 
 
(a) As of effective time of the Merger on December 28, 2017, Orion US GP may be deemed the beneficial owner of 1 Surviving Corporation Class A Share of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer
 
Orion US GP does not have any economic interest in any Surviving Corporation Class A Shares of the Issuer, including any Surviving Corporation Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
15

(iii) BIF
 
 
(a) As of effective time of the Merger on December 28, 2017, BIF may be deemed the beneficial owner of 1 Surviving Corporation Class A Share of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer
 
(iv) BAMPIC Canada
 
 
(a) As of effective time of the Merger on December 28, 2017, BAMPIC Canada may be deemed the beneficial owner of 1 Surviving Corporation Class A Share of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer

(v) NA Holdco
 
 
(a) As of effective time of the Merger on December 28, 2017, NA Holdco may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer
 
(vi) BRELP
 
 
(a) As of effective time of the Merger on December 28, 2017, BRELP may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer
 
BRELP disclaims beneficial ownership of any Surviving Corporation Class A Shares, including any Surviving Corporation Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(vii) BRELP GP LP
 
 
(a) As of effective time of the Merger on December 28, 2017, BRELP GP LP may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer

(viii) BRELP General Partner
 
 
(a) As of effective time of the Merger on December 28, 2017, BRELP General Partner may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer

(ix) BEP 
 
(a) As of effective time of the Merger on December 28, 2017, BEP may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer
 
16

 
BEP disclaims beneficial ownership of any Surviving Corporation Class A Shares, including any Surviving Corporation Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.
 
(x) Managing General Partner
 
 
(a) As of effective time of the Merger on December 28, 2017, Managing General Partner may be deemed the beneficial owner of 0 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 0.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 0 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 0 Surviving Corporation Class A Share of the Issuer
 
(xi) Brookfield
 
 
(a) As of effective time of the Merger on December 28, 2017, Brookfield may be deemed the beneficial owner of 1 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer
 
(xii) Partners
 
 
(a) As of effective time of the Merger on December 28, 2017, Partners may be deemed the beneficial owner of 1 Surviving Corporation Class A Shares of the Issuer, constituting a percentage of 100.0%
 
(b) Sole voting power to vote or direct vote: 0
Shared voting power to vote or direct vote: 1 Surviving Corporation Class A Share of the Issuer
Sole power to dispose or direct the disposition: 0
Shared power to dispose or direct the disposition: 1 Surviving Corporation Class A Share of the Issuer

Item 5(c) of the Amended Schedule 13D is hereby amended by adding the following:

(c) Schedule VIII filed herewith, which is incorporated herein by reference, describes all of the transactions in Class A Shares and Surviving Corporation Class A Shares of the Issuer that were effected in the past 60 days by the Reporting Persons.

On December 28, 2017, in connection with the consummation of the Merger, the 1,000 Class A Shares held by NA Holdco were converted into the right to receive the per share Merger consideration equal to $5.10 per Class A Share in cash, without interest, and were cancelled.

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

(e) As a result of the transactions described in Item 5(c) of this Amendment No. 2 above, as of the effective time of the Merger on December 28, 2017, each of NA Holdco, BRELP, BRELP GP LP, BRELP General Partner, BEP and Managing General Partner ceased to be the beneficial owner of more than five percent of the Class A Shares or the Surviving Corporation Class A Shares.
17

 
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.
 
 
December 28, 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  
       

 

18


 
 
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  
       

 

19


 
 
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  
       

 

20


 
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
       
William Fyfe, Assistant Secretary
181 Bay Street, Suite 300,
Brookfield Place,
Toronto, Ontario
M5J 2T3, Canada
Legal Counsel of Brookfield Canada 

 
 
21


 
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 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.
       


22


 
SCHEDULE III

BROOKFIELD BRP HOLDINGS (CANADA) INC.

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

 
23


 
SCHEDULE IV

BRP BERMUDA GP LIMITED

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

 
24


 
SCHEDULE V
 
BROOKFIELD RENEWABLE PARTNERS LIMITED
 
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
 
  
25


 
SCHEDULE VI
 
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 & 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
       
 
 
26

 
 
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 ODonnell, 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
 
 
27


 
SCHEDULE VII
 
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
Corporate Director
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


28

 
SCHEDULE VIII
 
TRADING IN SHARES
 
The Reporting Persons effected the following transactions in Surviving Corporation Class A Shares of the Issuer during the past 60 days.
 
Party
Trade Date
Buy / Sell
Number of Shares
Trade Price
Orion US LP
December 28, 2017
Buy
1
N/A
 
 
The Reporting Persons effected the following transactions in Class A Shares of the Issuer during the past 60 days.
 
Party
Trade Date
Buy / Sell
Number of Shares
Trade Price
Orion US LP
December 28, 2017
Sell
19,535,004
N/A
NA Holdco December 28, 2017 Sell 1,000 $5.10
 
 
 

 
29