Edgar Filing: TERRAFORM GLOBAL, INC.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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:

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.

(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

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.

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

	BROOKFIELD BRP HOLDINGS (CANADA) INC.

	By:	/s/ Andrea Rocheleau
		Name: Andrea Rocheleau
		Title: Senior Vice President

	BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

	BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

	BRP BERMUDA GP LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

	BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

	BROOKFIELD RENEWABLE PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

	BROOKFIELD ASSET MANAGEMENT INC.

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

	PARTNERS LIMITED

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

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

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.

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

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 105^th 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 2^nd 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

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 105^th 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 2^nd 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

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

Cyrus Madon, Senior Managing Partner	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada

Frank J. McKenna, Director	TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada	Chair of Brookfield and Deputy Chair of TD Bank Group	Canada

Rafael Miranda	C/Santiago de Compostela 100, 28035 Madrid, Spain	Chairman, Acerinox	Spain

Youssef A. Nasr, Director	P.O. Box 16 5927, Beirut, Lebanon	Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil	Lebanon and U.S.A.

Lord Augustine Thomas O’Donnell, Director	P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada	Chairman of Frontier Economics and Strategic Advisor of TD Bank Group	United Kingdom

Samuel J.B. Pollock, Senior Managing Partner	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner of Brookfield	Canada

Ngee Huat Seek, Director	501 Orchard Road #08-01 Wheelock Place Singapore 238880	Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation	Singapore

Diana L. Taylor, Director	Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022	Vice Chair of Solera Capital LLC	U.S.A

A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary	181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada	Vice-President, Legal Affairs and Corporate Secretary of Brookfield	Canada

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

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