TerraForm Power Merger $83.75M Securities Settlement

Investors who held TerraForm Power Inc. Class A common stock as of the closing of the merger between TerraForm and affiliates of Brookfield Asset Management Inc. on July 31, 2020, may be eligible to claim a cash payment from a class action settlement.

Brookfield Asset Management Inc. and several affiliated entities and individuals agreed to pay $83.75 million to settle a class action lawsuit alleging they breached their fiduciary duties in connection with the merger between TerraForm and Brookfield. The lawsuit also claimed the defendants negotiated and approved the merger through an unfair process and for an unfairly low price and that TerraForm issued a false and misleading proxy statement.

Who can file a claim?

The settlement includes all record and beneficial holders of TerraForm Class A common stock as of the closing of the merger on July 31, 2020, whose shares the company exchanged for either Class A shares of Brookfield Renewable Corp. or limited partnership units of Brookfield Renewable Partners L.P.

Additional details

• Both individuals and entities can be class members.
• The settlement includes shareholders who held stock directly and those who held through a broker or other nominee.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $83,750,000. The amount each class member receives depends on several factors:

• The number of eligible shares held at closing on July 31, 2020
• The total number of eligible shares in the class (estimated 86,200,000)
• The amount of the net settlement fund after court-approved deductions

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Each class member's payment equals the number of eligible shares they held at closing times the per-share recovery.
• The per-share recovery is the net settlement fund divided by the total number of eligible shares.
• For shares held in a "street name" through a broker, the settlement administrator will distribute payments to DTCC participants who will then distribute payments on a pro rata basis to beneficial owners.
• For shares held of record outside DTCC, the settlement administrator will distribute payments directly to the record owner.

No claim form needed to receive payment

Class members do not need to submit a claim form to receive payment. The settlement administrator will distribute payments via the same way class members received the original merger consideration.

Settlement administrator's mailing address: TerraForm Stockholder Litigation, c/o Settlement Administrator, 1650 Arch St., Ste. 2210, Philadelphia, PA 19103

$83.75 million settlement fund

The $83,750,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees and expenses: Up to $22,612,500
• Service awards to plaintiffs: Up to $22,500 total
• Payments to eligible class members: Remainder of the fund

Important date

• Fairness hearing: June 22, 2026

When is the TerraForm class action settlement payout date?

The settlement administrator will issue payments to eligible class members after the court resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged Brookfield Asset Management Inc. and related defendants breached their fiduciary duties in connection with the merger by negotiating and approving it through an unfair process and for an unfairly low price with Brookfield standing on both sides of the transaction as buyer and majority stockholder. The plaintiffs also claimed certain defendants caused TerraForm to issue a false and misleading proxy statement that failed to disclose certain potential conflicts of interest and management fees.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Settlement website FAQ
3. Settlement agreement.pdf)