WILMINGTON, Del., May 5, 2026 /PRNewswire/ —

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

 

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: ALL RECORD AND BENEFICIAL HOLDERS OF TERRAFORM POWER, INC. (“TERP” OR THE “COMPANY”) CLASS A COMMON STOCK (NASDAQ: “TERP”) WHOSE SHARES WERE EXCHANGED FOR EITHER CLASS A SHARES OF BROOKFIELD RENEWABLE CORPORATION (“BEPC”) OR LIMITED PARTNERSHIP UNITS OF BROOKFIELD RENEWABLE PARTNERS, L.P. (“BEP”) UPON CLOSING OF THE MERGER BETWEEN TERP AND AFFILIATES OF BROOKFIELD ASSET MANAGEMENT, INC. (“BROOKFIELD”) ON JULY 31, 2020.

THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION. PLEASE READ THIS PUBLICATION NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiffs City of Dearborn Police and Fire Revised Retirement System (Chapter 23), Rosson Trust U/A 4/23/92, and Noah Wright (collectively, “Plaintiffs”), individually and on behalf of the Class, have reached a proposed settlement with Defendants Brookfield, Brookfield Infrastructure Fund III GP LLC, Orion US GP LLC, Orion US Holdings 1 LP, Harry Goldgut, Brian Lawson, Richard Legault, Sachin Shah, John Stinebaugh, BEP, and BEPC (collectively, “Defendants”) for $83,750,000 in cash (the “Settlement”). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiffs and Defendants, dated March 6, 2026 (the “Stipulation”), a copy of which is available at www.TerraFormStockholderLitigation.com. If approved by the Court, the Settlement will resolve all claims in the Action against Defendants, and the Action will be dismissed with prejudice.

A hearing (the “Settlement Hearing”) will be held on June 22, 2026 at 1:30 p.m., before The Honorable Kathaleen St. J. McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by telephone or video conference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the Class, and whether Plaintiffs should be finally appointed as Class representatives for the Class and Plaintiffs’ Counsel should be finally appointed as counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiffs’ Counsel out of the Settlement Fund; (viii) determine whether and in what amount any Incentive Awards should be paid to Plaintiffs out of the Settlement Fund; (ix) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award; and (x) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.TerraFormStockholderLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at TerraForm Stockholder Litigation, c/o Settlement Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103. A copy of the Notice can also be downloaded from the Settlement website, www.TerraFormStockholderLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to “Eligible Class Members” in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, “Eligible Class Members” consist of all Class Members who held or beneficially owned shares of TERP Class A common stock at the Closing on July 31, 2020 and therefore received, or were entitled to receive, the Merger Consideration for their “Eligible Shares.” Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s application for a Fee and Expense Award, including Plaintiffs’ application for Incentive Awards, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Lead Plaintiffs’ Counsel and Defendants’ counsel such that they are received no later than June 5, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Publication Notice. All questions about this Publication Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Plaintiffs’ Counsel.

Requests for the Notice should be made to the Settlement Administrator:

TerraForm Stockholder Litigation
c/o Settlement Administrator
1650 Arch Street, Suite 2210
Philadelphia, PA 19103

Inquiries, other than requests for the Notice, should be made to Lead Plaintiffs’ Counsel:

Ned Weinberger
LABATON KELLER SUCHAROW LLP
222 Delaware Avenue, Suite 1510
Wilmington, DE 19801
nweinberger@labaton.com

David Tejtel
FRIEDMAN OSTER & TEJTEL PLLC
493 Bedford Center Road, Suite 2D
Bedford Hills, NY 10507
dtejtel@fotpllc.com

Douglas E. Julie
JULIE & HOLLEMAN LLP
157 East 86th Street, 4th Floor
New York, NY 10028
doug@julieholleman.com

BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Dated: April 21, 2026

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SOURCE Labaton Keller Sucharow LLP