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EX-23.1 - EXHIBIT 23.1 - TerraForm Power NY Holdings, Inc.exhibit231auditorconsentle.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 2, 2017 (September 29, 2017)
____________________________________________________________
terraformlogospowera36.jpg
TerraForm Power, Inc.
(Exact name of registrant as specified in its charter)
 ______________________________________________________________
Delaware
001-36542
46-4780940
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I. R. S. Employer
Identification No.)
 
 
 

7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814
(Address of principal executive offices, including zip code)

(240) 762-7700
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
 
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 13(a) of the Exchange Act. o





Item 8.01 Other Events.

The sole purpose of this Current Report on Form 8-K of TerraForm Power, Inc. (the “Company”) is to file the consent of KPMG LLP, the Company’s independent registered public accounting firm, to the incorporation by reference, into the Company’s Registration Statement on Form S-8 (No. 333-205337) (the “Registration Statement”), of its reports, dated July 21, 2017, with respect to the consolidated balance sheets of TerraForm Power, Inc. as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of TerraForm Power, Inc. The use of the Registration Statement was suspended due to prior delays experienced by the Company in filing its annual reports on Form 10-K and certain quarterly reports on Form 10-Q with the Securities and Exchange Commission, all of which have since been completed and filed.

Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No.
Description
23.1
Consent of Independent Registered Public Accounting Firm









SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
TERRAFORM POWER, INC.
 
 
 
 
Date: October 2, 2017
By:
/s/ Sebastian Deschler
 
Name:
Sebastian Deschler
 
Title:
Senior Vice President, General Counsel and Secretary







Exhibit Index