BBHC Orion Holdco L.P.

SEC source: 0000950157-20-000967 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes.

Disclosed balance after: 0

F3 · kind: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · kind: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

F3 · shares: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · shares: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

F3 · price: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · price: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

F3 · balance_after: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · balance_after: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · ownership.direct: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion LP"); (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc.; (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc.; and (viii) Partners Limited. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020 (the "Reorganization Agreement"), among Brookfield Renewable Partners L.P., an exempted limited partnership formed under the laws of Bermuda and an affiliate of the Reporting Persons ("BEP"), Brookfield Renewable Corporation, a corporation incorporated under the laws of British Columbia and an indirect subsidiary of BEP ("BEPC"), 2252876 Alberta ULC, an unlimited liability corporation incorporated under the laws of Alberta and a wholly owned direct subsidiary of BEP ("Acquisition Sub"), TerraForm Power, Inc., a Delaware corporation (the "Issuer"), and TerraForm Power NY Holdings, Inc., a newly formed New York corporation and a wholly owned direct subsidiary of the Issuer ("Holdings"), all of the shares of class A common stock of the Issuer ("Class A Shares") were canceled in a merger of the Issuer into Holdings, with Holdings as the surviving corporation (the "Reincorporation Merger").

F4 · ownership.nature: Upon the completion of the Reincorporation Merger and the other transactions contemplated by the Reorganization Agreement, each Class A Share not held by Orion LP or BBHC LP was exchanged for the right to receive consideration consisting, at the election of the holder of such Class A Share, 0.47625 of a class A exchangeable subordinate voting share of BEPC ("BEPC Exchangeable Shares") or 0.47625 of a non-voting limited partnership unit of BEP ("BEP LP Units"). On July 30, 2020, the last trading day for the Class A Shares, the closing price of Class A Shares on NASDAQ was $19.35 per share, the closing price of BEPC Exchangeable Shares on NYSE was $40.72 per share and the closing price of BEP LP Units on NYSE was $40.38 per unit.

SEC source: 0000950157-19-001182 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by BBHC Orion Holdco L.P.

Disclosed balance after: 32,859,562

F4 · kind: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · shares: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · price: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F4 · balance_after: On October 8, 2019, pursuant to the Class A Common Stock Purchase Agreement dated October 8, 2019, BBHC LP purchased 2,981,514 Class A Shares at a price of $16.77 per share.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P.; (ii) Orion US GP LLC; (iii) Brookfield Infrastructure Fund III GP LLC; (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

SEC source: 0000950157-18-000888 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by Orion US Holdings 1 L.P.

Disclosed balance after: 29,958,132

F4 · kind: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · shares: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · price: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F4 · balance_after: On August 3, 2018, the Reporting Persons received 80,084 shares of Class A Common Stock pursuant to a provision of the definitive merger and sponsorship transaction agreement (the "Merger Agreement") by and among the Issuer, Orion US LP and BRE TERP Holdings Inc. The Merger Agreement provides that the Issuer will issue additional shares of Class A Common Stock to Orion US LP, for no additional consideration, in connection with the final resolution of certain specified litigation. The number of shares issued was determined pursuant to a formula set forth in the Merger Agreement.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P.; (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by Orion US LP: Orion US GP, as general partner of Orion US LP; BIF, as indirect general partner of Orion US LP and Orion US GP; BAMPIC Canada, as investment advisor to BIF; BRPHC, as an entity controlled by Brookfield, its indirect general partner, and as indirect limited partner of Orion US LP; Brookfield, as ultimate parent of BIF and BAMPIC Canada and as indirect general partner of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

SEC source: 0000950157-18-000789 · form4.xml · nonDerivative · entry 2

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by BBHC Orion Holdco L.P.

Disclosed balance after: 29,878,048

F5 · kind: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · shares: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · price: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · balance_after: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F4 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F4 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by BBHC LP: BRPHC, as an indirect wholly-owned subsidiary of Brookfield, the sole limited partner of BBHC LP and indirect sole general partner of BBHC LP; Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

SEC source: 0000950157-18-000789 · form4.xml · nonDerivative · entry 1

BROOKFIELD ASSET MANAGEMENT INC. · CIK 0001001085 · 10% owner

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP · CIK 0001504716 · 10% owner

Partners Ltd · CIK 0001540229 · 10% owner

ORION US GP LLC · CIK 0001679041 · 10% owner

ORION US HOLDINGS 1 L.P. · CIK 0001679040 · 10% owner

Brookfield Infrastructure Fund III GP LLC · CIK 0001679131 · 10% owner

Brookfield BRP Holdings (Canada) Inc. · CIK 0001533231 · 10% owner

BBHC Orion Holdco L.P. · CIK 0001745194 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Owned by Brookfield BRP Holdings (Canada)

Disclosed balance after: 0

F5 · kind: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · shares: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · price: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F5 · balance_after: On June 29, 2018, BBHC LP entered into a contribution agreement with BRPHC, the sole limited partner of BBHC LP, and Orion Canadian AIV GP Inc., the sole general partner of BBHC LP, pursuant to which BRPHC contributed 29,878,048 Class A Shares to BBHC LP in exchange for 100 limited partnership units of BBHC LP valued at $318,499,991.68, which amount was credited to BRPHC's capital account.

F2 · ownership.direct: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.direct: The following Reporting Persons may be deemed to beneficially own the securities held by BRPHC: Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.

F1 · ownership.nature: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) Orion US Holdings 1 L.P. ("Orion US LP"); (ii) Orion US GP LLC ("Orion US GP"); (iii) Brookfield Infrastructure Fund III GP LLC ("BIF"); (iv) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC Canada"); (v) Brookfield BRP Holdings (Canada) Inc. ("BRPHC"); (vi) BBHC Orion Holdco L.P. ("BBHC LP"); (vii) Brookfield Asset Management Inc. ("Brookfield"); and (viii) Partners Limited ("Partners"). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").

F2 · ownership.nature: Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3 · ownership.nature: The following Reporting Persons may be deemed to beneficially own the securities held by BRPHC: Brookfield, as the ultimate parent of BRPHC; and Partners, which holds 85,120 Class B limited voting shares and 867,495 Class A limited voting shares of Brookfield, representing 100% and approximately 0.1% of such shares, respectively.