Brookfield Asset Management (BAM) SC 13D/A TerraForm Power, Inc.

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 10)*

TerraForm Power, Inc.

(Name of Issuer)

Common stock, Class A, $0.01 par value

(Title of Class of Securities)

88104R100

(CUSIP Number)

A.J. Silber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 16, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD ASSET MANAGEMENT INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			11,075,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			11,075,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,075,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.79%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	PARTNERS LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			11,075,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			11,075,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,075,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.79%(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	ONTARIO
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			10,450,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			10,450,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,450,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.13%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD INFRASTRUCTURE FUND III GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			10,450,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			10,450,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,450,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.13%(4)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	ORION US GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			10,450,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			10,450,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,450,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.13%(5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	ORION US HOLDINGS 1 L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	BK
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			10,450,000(6)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			10,450,000(6)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	10,450,000(6)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.13%(7)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			625,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			625,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	625,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.67%(8)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			625,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			625,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	625,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.67%(9)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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

CUSIP No. 88104R100

1	NAMES OF REPORTING PERSONS
	BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☒      (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER
			625,000(10)
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER
			625,000(10)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	625,000(10)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.67%(11)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

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

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

This Amendment No. 10 (this “Amendment No. 10”) to Schedule 13D is being filed by Orion US Holdings 1 L.P., Orion US GP LLC, Brookfield Infrastructure Fund III GP LLC, Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., Brookfield Credit Opportunities Master Fund, L.P., Brookfield Credit Opportunities Fund GP, LLC, Brookfield Asset Management Private Institutional Capital Adviser (Credit) LLC, Brookfield Asset Management Inc. and Partners Limited to amend the Schedule 13D filed on June 29, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on July 22, 2016, Amendment No. 2 to the Original Schedule 13D, filed on October 19, 2016, Amendment No. 3 to the Original Schedule 13D, filed on November 10, 2016, Amendment No. 4 to the Original Schedule 13D, filed on November 18, 2016, Amendment No. 5 to the Original Schedule 13D, filed on December 5, 2016, Amendment No. 6 to the Original Schedule 13D, filed on January 10, 2017, Amendment No. 7 to the Original Schedule 13D, filed on January 23, 2017, Amendment No. 8 to the Original Schedule 13D, filed on February 21, 2017 and Amendment No. 9 to the Original Schedule 13D, filed on March 8, 2017 (as so amended, the “Amended Schedule 13D”), with respect to beneficial ownership of the shares of Class A common stock, $0.01 par value per share, of TerraForm Power, Inc., a corporation organized under the laws of the state of Delaware.

This Amendment No. 10 hereby amends and restates Item 5(a) – (b) and amends Item 2 and Item 6 of the Amended Schedule 13D as follows:

Item 2. Identity and Background.

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

Item 5. Interest in Securities of the Issuer.

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

(a)–(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 11,075,000 shares, constituting approximately 11.79% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 93,913,554 outstanding as of March 3, 2017, based on information disclosed by the Issuer in a Current Report on Form 8-K (Exhibit 2.1), filed March 7, 2017. The aggregate economic exposure of the Reporting Persons to the Issuer, which consists of 11,075,000 Class A Shares beneficially owned by the Reporting Persons and economic exposure under the Swap Agreements described in Item 6 of 11,553,080 notional Class A Shares of the Issuer, is approximately 24.09% of the Issuer’s currently outstanding Class A Shares.

If the Reporting Persons are deemed to be members of a “group,” within the meaning of the Act, such “group” shall be deemed to beneficially own 11,075,000 Class A Shares, which represents approximately 11.79% of the Issuer’s outstanding Class A Shares.

(i) Orion US LP

(a)	As of May 17, 2017, Orion US LP may, subject to its disclaimer below, be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

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

(ii) Orion US GP

(a)	As of May 17, 2017, Orion US GP may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

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

(iii) BIF

(a)	As of May 17, 2017, BIF may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(iv) BAMPIC Canada

(a)	As of May 17, 2017, BAMPIC Canada may be deemed the beneficial owner of 10,450,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.13%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 10,450,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 10,450,000 Class A Shares of the Issuer

(v) Brookfield Credit Opportunities LP

(a)	As of May 17, 2017, Brookfield Credit Opportunities LP may, subject to its disclaimer below, be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

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

(vi) Brookfield Credit Opportunities GP

(a)	As of May 17, 2017, Brookfield Credit Opportunities GP may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

Brookfield Credit Opportunities GP does not have any economic interest in any Class A Shares, including any Class A Shares that may be deemed to be beneficially owned by any other Reporting Person.

(vii) BAMPIC Credit

(a)	As of May 17, 2017, BAMPIC Credit may be deemed the beneficial owner of 625,000 Class A Shares of the Issuer, constituting a percentage of approximately 0.67%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 625,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 625,000 Class A Shares of the Issuer

(viii) Brookfield

(a)	As of May 17, 2017, Brookfield may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

(ix) Partners

(a)	As of May 17, 2017, Partners may be deemed the beneficial owner of 11,075,000 Class A Shares of the Issuer, constituting a percentage of approximately 11.79%
(b)	Sole voting power to vote or direct vote: 0
	Shared voting power to vote or direct vote: 11,075,000 Class A Shares of the Issuer
	Sole power to dispose or direct the disposition: 0
	Shared power to dispose or direct the disposition: 11,075,000 Class A Shares of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Amended Schedule 13D is hereby amended by adding the following:

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

Except as described in this Amendment No. 10 and the Amended Schedule 13D, the Reporting Persons are not currently parties to any other contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 17, 2017

ORION US HOLDINGS 1 L.P. by its general partner ORION US GP LLC
By:	/s/ Fred Day
	Name:  Fred Day
	Title:    Vice President

ORION US GP LLC
By:	/s/ Fred Day
	Name:  Fred Day
	Title:    Vice President

BROOKFIELD INFRASTRUCTURE FUND III GP LLC
By:	/s/ Fred Day
	Name:  Fred Day
	Title:    Vice President

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., by its general partner, BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
By:	/s/ James Rickert
	Name:  James Rickert
	Title:    Vice President

BROOKFIELD CREDIT OPPORTUNITIES MASTER FUND, L.P. by its general partner, BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
By:	/s/ Barry Blattman
	Name:  Barry Blattman
	Title:    Chairman

BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC
By:	/s/ Barry Blattman
	Name:  Barry Blattman
	Title:    Chairman

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC
By:	/s/ Barry Blattman
	Name:  Barry Blattman
	Title:    President and Treasurer

BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ A.J. Silber
	Name:  A.J. Silber
	Title:    Vice-President, Legal Affairs

PARTNERS LIMITED
By:	/s/ Brian D. Lawson
	Name:  Brian D. Lawson
	Title:    President

SCHEDULE I

ORION US GP LLC

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Keiji Hattori, Associate Vice President	NBF Hibiya Building 25F,1-1-7 Uchisaiwaicho,Chiyoda-ku,Tokyo 100-0011	Senior Vice President of Brookfield	Japan
Scott Peak, Manager	1200 Smith StreetSuite 1200Houston, TX 77002	Senior Vice President of Brookfield	U.S.A
Ralph Klatzkin, Manager and Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
Fred Day, Manager and Vice President	1200 Smith StreetSuite 1200Houston, TX 77002	Vice President of Brookfield	U.S.A.
Hadley Peer Marshall, Senior Vice President	Brookfield Place250 Vesey Street, 15th FloorNew 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 StreetGatineau, Québec J8X 2A1, Canada	Senior Vice President of Brookfield	Canada
Trevor Carson, Vice President	181 Bay Street, Suite 300 Brookfield Place Toronto, Ontario M5J 2T3 Canada	Vice President of Brookfield	Canada

 

SCHEDULE II

BROOKFIELD INFRASTRUCTURE FUND III GP LLC

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Justin Beber, President	181 Bay Street, Suite 300, Brookfield Place,Toronto, OntarioM5J 2T3, Canada	Managing Partner of Brookfield	Canada
Mark Srulowitz, Manager and Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Managing Partner of Brookfield	U.S.A.
Scott Peak, Manager and Vice President	1200 Smith StreetSuite 1200Houston, 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 Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
Fred Day, Manager and Vice President	1200 Smith StreetSuite 1200Houston, TX 77002	Vice President of Brookfield	U.S.A.

SCHEDULE III

BROOKFIELD CREDIT OPPORTUNITIES FUND GP, LLC

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Barry Blattman, Chairman	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice Chairman and Senior Managing Partner of Brookfield	U.S.A.
Anthony Bavaro, Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
Andrew Schmidt, Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
David Levenson, President	Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281	Managing Partner of Brookfield	Canada

SCHEDULE IV

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CREDIT) LLC

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Barry Blattman, Director, President and Treasurer	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice Chairman and Senior Managing Partner of Brookfield	U.S.A.
David Levenson, Director	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Managing Partner of Brookfield	Canada
Robert Paine, Director	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Portfolio Manager of Brookfield	U.S.A.
Ronald Fisher-Dayn, Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
Anthony Bavaro, Vice President	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Vice President of Brookfield	U.S.A.
Mark Srulowitz, Secretary	Brookfield Place250 Vesey Street, 15th FloorNew York, NY 10281	Managing Partner of Brookfield	U.S.A.

SCHEDULE V

BROOKFIELD ASSET MANAGEMENT, INC.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
M. Elyse Allan, Director	2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada	President and Chief Executive Officer of General Electric Canada Company Inc.	Canada
Jeffrey M. Blidner, Director and Senior Managing Partner	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada
Angela F. Braly, Director	832 Alverna Drive, Indianapolis, Indiana 46260	President & Founder of The Braly Group, LLC	U.S.A.
Jack L. Cockwell, Director	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada
Marcel R. Coutu, Director	335 8thAvenue SW, Suite 1700Calgary, Alberta T2P 1C9, Canada	Former President and Chief Executive Officer of Canadian Oil Sands Limited	Canada
Maureen Kempston Darkes, Director	21 Burkebrook Place, Apt. 712Toronto, Ontario M4G 0A2, Canada	Corporate Director of Brookfield and former President, Latin America, Africa and Middle East of General Motors Corporation	Canada
J. Bruce Flatt,  Director and Senior Managing Partner and Chief Executive Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner and Chief Executive Officer of Brookfield	Canada
Robert J. Harding, Director	181 Bay Street, Suite 300, Brookfield Place,Toronto, Ontario M5J 2T3,  Canada	Past Chairman of Brookfield	Canada
David W. Kerr, Director	c/o 51 Yonge Street, Suite 400,Toronto, Ontario M5E 1J1, Canada	Chairman of Halmont Properties Corp.	Canada
Brian W. Kingston, Senior Managing Partner	181 Bay Street, Suite 300Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada

Brian D. Lawson, Senior Managing Partner and Chief Financial Officer	181 Bay Street, Suite 300Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner and Chief Financial Officer of Brookfield	Canada
Philip B. Lind, Director	Rogers Communications Inc.,333 Bloor Street East, 10th Floor,Toronto, Ontario M4W 1G9, Canada	Co-Founder, Vice Chairman and Director of Rogers Communications Inc.	Canada
Cyrus Madon, Senior Managing Partner	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada
Frank J. McKenna, Director	TD Bank Group, P.O. Box 1, TD Centre,66 Wellington St. West, 4th Floor, TD Tower,Toronto, Ontario M5K 1A2, Canada	Chair of Brookfield and Deputy Chair of TD Bank Group	Canada
Youssef A. Nasr, Director	P.O. Box 16 5927, Beirut, Lebanon	Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil	Lebanon and U.S.A.
Lord Augustine Thomas O’Donnell, Director	P.O. Box 1, TD Centre, 66 Wellington St. W., 4thFloor, TD TowerToronto, 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 300Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada
Ngee Huat Seek, Director	501 Orchard Road#08–01 Wheelock PlaceSingapore 238880	Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation	Singapore
Diana L. Taylor, Director	Solera Capital L.L.C625 Madison Avenue, 3rd FloorNew York, N.Y. 10022	Vice Chair of Solera Capital LLC	U.S.A
George S. Taylor, Director	R.R. #3, 4675 Line 3,St. Marys, Ontario N4X 1C6, Canada	Corporate Director of Brookfield	Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary	181 Bay Street, Suite 300Toronto, Ontario M5J 2T3, Canada	Vice-President, Legal Affairs and Corporate Secretary of Brookfield	Canada

SCHEDULE VI

PARTNERS LIMITED

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jack L. Cockwell, Director and Chairman	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada
David W. Kerr, Director	51 Yonge Street, Suite 400,Toronto, Ontario M5E 1J1, Canada	Chairman of Halmont Properties Corp.	Canada
Brian D. Lawson, Director and President	Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300Toronto, 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, OntarioM5J 2T3, Canada	President and CEO of Partners Value Investments	Canada
Timothy R. Price, Director	51 Yonge Street, Suite 400Toronto, Ontario M5E 1J1, Canada	Chairman, Brookfield Funds	Canada
Tony E. Rubin, Treasurer	51 Yonge Street,Suite 400Toronto, 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