As filed with the Securities and Exchange Commission on July 31, 2020

Registration No. 333-221593

Registration No. 333-202757

Registration No. 333-200829

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-1 REGISTRATION STATEMENT NO. 333-221593

FORM S-1 REGISTRATION STATEMENT NO. 333-202757

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-1 REGISTRATION STATEMENT NO. 333-200829

 

UNDER

THE SECURITIES ACT OF 1933

 

TerraForm Power, Inc.

(TerraForm Power NY Holdings, Inc. as successor by merger to TerraForm Power, Inc.)

(Exact name of registrant as specified in its charter)

 

c/o TerraForm Power NY Holdings, Inc.

200 Liberty Street, 14th Floor

New York, New York 10281

(646) 992-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

William Fyfe

General Counsel and Secretary

TerraForm Power NY Holdings, Inc.

200 Liberty Street, 14th Floor

New York, New York 10281

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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Copies to:

Sean T. Wheeler, P.C.

Debbie P. Yee, P.C.

Kirkland & Ellis LLP

609 Main Street, 45th Floor

Houston, Texas 77002

(713) 836-3600

 

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Approximate date of commencement of proposed sale to the public: Not applicable.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.          ☐

 

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On July 31, 2020, pursuant to the Agreement and Plan of Reorganization, dated as of March 16, 2020, by and among Brookfield Renewable Partners L.P., Brookfield Renewable Corporation, 2252876 Alberta ULC, TerraForm Power, Inc. (“TerraForm Power”), and TerraForm Power NY Holdings, Inc. (“Holdings”), TerraForm Power merged with and into Holdings, with Holdings as the surviving corporation of the merger (the “Reincorporation Merger”). Holdings is TerraForm Power’s successor by merger as a result of the Reincorporation Merger.

 

Holdings (as TerraForm Power’s successor by merger, the “Registrant”) is filing these post-effective amendments (these “Post-Effective Amendments”) to the following registration statements on Form S-1 (“Registration Statements”), which have been previously filed by the Registrant with the Securities and Exchange Commission, to deregister any and all shares of the Registrant’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), registered but unsold or otherwise unissued under the following Registration Statements:

 

 

 

 

In connection with the completion of the Reincorporation Merger and the transactions related thereto, the Registrant has terminated any and all offerings of Common Stock pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements, and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities registered but which remain unsold under the Registration Statements as of the date hereof.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2020.

 

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

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