|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
TransAlta Corp (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
89346D107 (CUSIP Number) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 (416) 363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/06/2025 (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 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 (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BROOKFIELD Corp /ON/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the Issuer's quarterly report for the period ending September 30, 2024, filed on Form 6-K on November 5, 2024 (the "2024 Q3 Interim Report").
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
EAGLE CANADA COMMON HOLDINGS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,316,598.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIF IV EAGLE NR CARRY LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,606,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIF IV LTIP CANADA SPLITTER LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,606,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIF IV CDN SPLIT LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIF IV CDN GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIF IV CDN GP LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BROOKFIELD INFRASTRUCTURE GROUP LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| CUSIP No. | 89346D107 |
| 1 |
Name of reporting person
BIG TIMBER HOLDINGS L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MANITOBA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,923,345.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate 298,500,000 outstanding common shares of the Issuer as of September 30, 2024, as set forth in the 2024 Q3 Interim Report.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, no par value | |
| (b) | Name of Issuer:
TransAlta Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
1400, 1100 - 1st Street S.E., Calgary,
ALBERTA, CANADA
, T2G 1B1. | |
Item 1 Comment:
EXPLANATORY NOTE:
This Amendment No. 6 (this "Amendment No. 6") to Schedule 13D is being filed by the Reporting Persons to amend the original Schedule 13D, as amended through Amendment No. 5 thereto (the "original Schedule 13D") to reflect the disposition by Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP (collectively, the "Purchaser Reporting Persons") of an aggregate 8,600,000 common shares (the "Common Shares") in the capital of TransAlta Corporation (the "Issuer"), as described in Item 4 of this Amendment No. 6.
Information reported and defined terms used in the original Schedule 13D remain in effect, unless they are amended or superseded by information or defined terms contained in this Amendment No. 6. Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the original Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
The Purchaser Reporting Persons disposed of an aggregate 8,600,000 Common Shares in a block trade pursuant to Regulation S under the U.S. Securities Act of 1933, as amended, for aggregate cash proceeds of approximately C$168,990,000 (excluding brokerage commission), at a price of C$19.65 per Common Share.
The disposition of the Common Shares reported in this Amendment No. 6 more closely aligns the Reporting Persons' aggregate share ownership with certain thresholds under the Investment Agreement. Although the Reporting Persons have no current specific plan or proposal for further dispositions of the Common Shares, the Reporting Persons also may, at any time and from time to time, subject to compliance at all relevant times with the Investment Agreement, A&R Margin Loan Agreement and regulatory requirements and applicable securities laws, terminate in whole or in part, dispose of or distribute some or all of their Common Shares or such other securities they own or may subsequently acquire, depending on various factors, including the price of the Common Shares, terms and conditions applicable to any potential transaction, liquidity and diversification objectives of the Reporting Persons and such other factors that the Reporting Persons deem relevant at any time or from time to time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Sections (a) and (b) of Item 5 of the original Schedule 13D are hereby amended and restated as follows:
The aggregate number and percentage of Common Shares held by the Reporting Persons to which this Amendment No. 6 relates is 26,923,345 Common Shares, constituting approximately 9.0% of the Issuer's currently outstanding Common Shares. The percentage of Common Shares of the Issuer in this Item 5 is based on an aggregate 298,500,000 Common Shares of the Issuer outstanding as of September 30, 2024 based on Issuer's 2024 Q3 Interim Report, filed on Form 6-K dated November 5, 2024.
(i) Brookfield
(a) Brookfield may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(ii) BAM Partnership
(a) BAM Partnership may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(iii) Eagle Canada
(a) Eagle Canada may be deemed the beneficial owner of 10,316,598 Common Shares, constituting a percentage of approximately 3.5%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 10,316,598 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 10,316,598 Common Shares
(iv) BIF IV Eagle
(a) BIF IV Eagle may be deemed the beneficial owner of 16,606,747 Common Shares, constituting a percentage of approximately 5.6%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 16,606,747 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 16,606,747 Common Shares
(v) BIF IV LTIP
(a) BIF IV LTIP may be deemed the beneficial owner of 16,606,747 Common Shares, constituting a percentage of approximately 5.6%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 16,606,747 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 16,606,747 Common Shares
(vi) BIF IV Cdn
(a) BIF IV Cdn may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(vii) BIF IV Cdn GP
(a) BIF IV Cdn GP may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(viii) BIF IV Cdn GP Ltd.
(a) BIF IV Cdn GP Ltd. may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(ix) BIGL
(a) BIGL may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares
(x) BIG Timber Holdings L.P.
(a) BIG Timber Holdings L.P. may be deemed the beneficial owner of 26,923,345 Common Shares, constituting a percentage of approximately 9.0%
(b) Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 26,923,345 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 26,923,345 Common Shares | |
| (b) | The information set forth in Item 5(a) of this Amendment No. 6 is hereby incorporated herein by reference. | |
| (c) | Section (c) of Item 5 of the original Schedule 13D is hereby amended and restated as follows:
The transactions described in Item 4 and Schedule V filed herewith, which is incorporated herein by reference, describes all of the transactions in Common Shares of the Issuer that were effected in the past 60 days by the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Schedule I
Exhibit 99.2 Schedule II
Exhibit 99.3 Schedule III
Exhibit 99.4 Schedule IV
Exhibit 99.5 Schedule V | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|