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SEC Filings

SC 13D/A
KNIGHTHEAD CAPITAL MANAGEMENT, LLC filed this Form SC 13D/A on 01/12/2018
Entire Document
 
CUSIP No.  88104M101

SCHEDULE 13D/A

 Page 5 of 7 Pages

 

This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed on December 27, 2016 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on January 27, 2017 ("Amendment No. 1") and Amendment No. 2 filed on November 17, 2017 ("Amendment No. 2," and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D") with respect to the shares of Class A Common Stock, par value $0.01 per share (the "Shares"), of TerraForm Global, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D. This Amendment No. 3 amends Items 4 and 5(a)-(c) and (e) as set forth below.

 

Item 4. PURPOSE OF TRANSACTION

 

Item 4 of the Schedule 13D is hereby amended and restated as follows:
 
On December 28, 2017, Brookfield Asset Management Inc. (“Brookfield”) acquired the Issuer pursuant to an Agreement and Plan of Merger, dated as of March 6, 2017 (the "Merger Agreement"), by and among the Issuer, Orion US Holdings 1 L.P. ("Parent"), Brookfield, and BRE GLBL Holdings Inc. ("Merger Sub").  Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer remaining as the surviving entity as a wholly owned subsidiary of Parent. At the effective time of the Merger, the Shares were cancelled and holders of the Shares of the Issuer were entitled to receive $5.10 in cash for each Share owned by such holder immediately prior to the effective time of the Merger. As a result, the Reporting Persons no longer beneficially own any Shares of the Issuer.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   

 

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, and paragraphs (c) and (e) are hereby amended and restated as follows:

 

   
(a)-(b) Effective December 28, 2017, the Reporting Persons no longer beneficially own any Shares of the Issuer.
   
(c) Please refer to Annex A for transactions in the Shares effected by the Reporting Persons since the filing of Amendment No. 2 other than the transactions described in Item 4 herein, including the transaction date, number of Shares purchased or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Knighthead Fund that effected the transaction, and where and how the transaction was effected.
   
(e) December 28, 2017.