8point3 Energy Partners LP (CAFD) Files An 8-K Entry into a Material Definitive Agreement

8point3 Energy Partners LP (CAFD) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

Purchase Agreement

On November 11, 2016, 8point3 Operating Company, LLC (OpCo), a
wholly-owned subsidiary of 8point3 Energy Partners LP (the
Partnership), entered into a Purchase and Sale Agreement (the
Purchase Agreement) with First Solar, Inc. (First Solar) and
First Solar Asset Management, LLC, a wholly-owned subsidiary of
First Solar (Seller), to acquire a 34% interest in a
substantially completed, 300 MW photovoltaic solar generating
facility located in San Bernardino, California (the Stateline
Project) for aggregate consideration of $329.5 million (the
Acquisition). A subsidiary of Southern Company owns the other 66%
interest in the Stateline Project and controls the governing
board of the project. The Acquisition is expected to close on or
about December 1, 2016, subject to customary closing conditions.

Consideration for the Acquisition is comprised of (i) a cash
payment by OpCo to Seller of $279.5 million, up to $6.7 million
of which may be delayed until December 31, 2016, and (ii) the
delivery of a promissory note of OpCo to Seller in the principal
amount of $50.0 million (the Note). OpCo expects to fund the
Acquisition with a combination of cash on hand, the Note and
borrowings under OpCos existing credit facility.

The Purchase Agreement contains customary representations,
warranties and covenants of OpCo and Seller. Seller and OpCo have
agreed to indemnify each other and their respective affiliates,
officers, directors and other representatives against certain
losses resulting from any breach of their representations,
warranties or covenants contained in the Purchase Agreement,
subject to certain limitations and survival periods. First Solar
has agreed to guarantee the obligations of Seller, subject to
certain limitations.

The terms of the Acquisition were approved by the board of
directors (the Board) of the Partnerships general partner,
8point3 General Partner, LLC (the General Partner), and by the
conflicts committee of the Board, which consists entirely of
independent directors (the Conflicts Committee). The Conflicts
Committee engaged an independent financial advisor and
independent legal counsel to assist in evaluating the
Acquisition.

The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.

On November 14, 2016, the Partnership issued a press release
announcing the execution of the Purchase Agreement. A copy of the
press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

The information provided in this Item 7.01 and in Exhibit 99.1
shall be deemed furnished and shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934
(the Exchange Act), nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing, regardless of any general
incorporation language in such filing.

(d) Exhibits.

About 8point3 Energy Partners LP (CAFD)