Status: Upcoming Filing/New

Acquirer: Brookfield Asset Management Inc. (Canada)

Acquired: TerraForm Power, Inc. (U.S.)

Value: Approximately US$1.7 billion implied total equity value

Industry: Energy

On March 6, 2017, TerraForm Power, Inc., a Delaware renewable energy company corporation, and Brookfield Asset Management Inc., a global Canadian based asset management firm, announced that Brookfield will acquire a controlling stake in TerraForm Power. (See Joint Press Release, Brookfield to Acquire Controlling Stake and Assume Sponsorship of TerraForm Power, Ex-99.1, TerraForm Power Form 8-K, Mar. 7, 2017, SEC Filing.) TerraForm Power entered into a Merger and Sponsorship Transaction Agreement on March 6, 2017, with Orion US Holdings 1 L.P., a Delaware limited partnership and subsidiary of Brookfield, whereby a subsidiary of Orion US Holdings 1 L.P. will merge into TerraForm Power with TerraForm Power surviving as a corporation held 51% by Orion US Holdings 1 L.P. (See Merger and Sponsorship Transaction Agreement, Ex-2.1, TerraForm Power Form 8-K, Mar. 7, 2017, SEC Filing.) The transaction will separate the operations of TerraForm Power from its current controlling shareholder, SunEdison, Inc. (See Joint Press Release, Brookfield to Acquire Controlling Stake and Assume Sponsorship of TerraForm Power, Ex-99.1, TerraForm Power Form 8-K, Mar. 7, 2017, SEC Filing; see also TerraForm Power Form 10-K, Mar. 1, 2017, SEC Filing.) According to a joint investor presentation by Brookfield and TerraForm Power, the transaction is expected to be conditioned on “customary regulatory approvals” that “include . . . CFIUS.” (Brookfield and TerraForm Power Presentation, Slide 13, Ex-99.2, TerraForm Power Form 8-K, Mar. 7, 2017, SEC Filing.)