8point3 Energy Partners LP (NASDAQ:CAFD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Kern Phase 2(c) Acquisition and Letter Agreement
As previously disclosed, on January 26, 2016, 8point3 Operating
Company, LLC (OpCo), a wholly-owned subsidiary of 8point3 Energy
Partners LP (the Partnership), entered into a Purchase, Sale and
Contribution Agreement (as amended on September 28, 2016,
November 30, 2016 and February 24, 2017, the Kern Purchase
Agreement) with SunPower Corporation (SunPower), to which OpCo
agreed to purchase (the Kern Acquisition) a photovoltaic solar
generating project with an aggregate nameplate capacity of up to
21 MWac located in Kern County, CA and which consists or will
consist of solar generation systems attached to fixed-tilt
carports located at 27 school sites in the Kern High School
District (each, a Development Project Site and collectively, the
Kern Project). Ownership and cash flows of the Kern Project are
subject to a tax equity financing arrangement with an affiliate
of Wells Fargo Company.
Company, LLC (OpCo), a wholly-owned subsidiary of 8point3 Energy
Partners LP (the Partnership), entered into a Purchase, Sale and
Contribution Agreement (as amended on September 28, 2016,
November 30, 2016 and February 24, 2017, the Kern Purchase
Agreement) with SunPower Corporation (SunPower), to which OpCo
agreed to purchase (the Kern Acquisition) a photovoltaic solar
generating project with an aggregate nameplate capacity of up to
21 MWac located in Kern County, CA and which consists or will
consist of solar generation systems attached to fixed-tilt
carports located at 27 school sites in the Kern High School
District (each, a Development Project Site and collectively, the
Kern Project). Ownership and cash flows of the Kern Project are
subject to a tax equity financing arrangement with an affiliate
of Wells Fargo Company.
On June 9, 2017, in connection with the Kern Purchase Agreement,
OpCo and SunPower entered into a letter agreement (the Letter
Agreement), to which the parties agreed to reduce the number of
Development Project Sites, and to confirm the purchase price to
be paid in connection with, the closing of the fifth phase of the
Kern Acquisition.
OpCo and SunPower entered into a letter agreement (the Letter
Agreement), to which the parties agreed to reduce the number of
Development Project Sites, and to confirm the purchase price to
be paid in connection with, the closing of the fifth phase of the
Kern Acquisition.
to the Kern Purchase Agreement and the Letter Agreement, the Kern
Acquisition was effectuated in the following phases:
Acquisition was effectuated in the following phases:
(i) on January 26, 2016, simultaneously with the execution of the
Kern Purchase Agreement, 8point3 OpCo Holdings, LLC, a
wholly-owned subsidiary of OpCo (OpCo Holdings), acquired 50% of
the class B limited liability company interests of SunPower
Commercial II Class B, LLC (Kern Holdco), which indirectly holds
the Phase 1(a) assets as of such date;
Kern Purchase Agreement, 8point3 OpCo Holdings, LLC, a
wholly-owned subsidiary of OpCo (OpCo Holdings), acquired 50% of
the class B limited liability company interests of SunPower
Commercial II Class B, LLC (Kern Holdco), which indirectly holds
the Phase 1(a) assets as of such date;
(ii) on September 9, 2016, OpCo caused OpCo Holdings to make a
contribution of capital to Kern Holdco, which was used to acquire
the Phase 1(b) assets from a SunPower subsidiary;
contribution of capital to Kern Holdco, which was used to acquire
the Phase 1(b) assets from a SunPower subsidiary;
(iii) on November 30, 2016, OpCo caused OpCo Holdings to make a
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(a) assets from a SunPower subsidiary;
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(a) assets from a SunPower subsidiary;
(iv) on February 24, 2017, OpCo caused OpCo Holdings to make a
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(b) assets from a SunPower subsidiary; and
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(b) assets from a SunPower subsidiary; and
(v) on June 9, 2017, OpCo caused OpCo Holdings to make a
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(c) assets from a SunPower subsidiary (the Phase 2(c)
Acquisition).
contribution of capital to Kern Holdco, which was used to acquire
the Phase 2(c) assets from a SunPower subsidiary (the Phase 2(c)
Acquisition).
In the event that the conditions precedent set forth in the
Letter Agreement are met, at a future closing date on or prior to
September 30, 2017, OpCo may cause OpCo Holdings to make an
additional contribution of capital to Kern Holdco, which would be
used to acquire some or all of the Development Project Sites that
have not yet been acquired by OpCo from a SunPower subsidiary.
Letter Agreement are met, at a future closing date on or prior to
September 30, 2017, OpCo may cause OpCo Holdings to make an
additional contribution of capital to Kern Holdco, which would be
used to acquire some or all of the Development Project Sites that
have not yet been acquired by OpCo from a SunPower subsidiary.
OpCo has paid an aggregate purchase price of $31.7 million in
cash for the interest it acquired in the Kern Project, of which
OpCo paid approximately $4.9 million on January 27, 2016 in
connection with the closing of the first phase on January 26,
2016, approximately $9.2 million on September 9, 2016 in
connection with the closing of the second phase on September 9,
2016, approximately $8.4 million on November 30, 2016 in
connection with the closing of the third phase on November 30,
2016, approximately $6.0 million on February 24, 2017 in
connection with the closing of the fourth phase on February 24,
2017, and approximately $3.2 million on June 9, 2017 in
connection with the closing of the fifth phase on June 9, 2017.
In the event that the conditions precedent set forth in the
Letter Agreement are met, at a future closing date on or prior to
September 30, 2017, OpCo will pay up to $5.0 million, based upon
the MWac of the Development Project Sites to be acquired in
connection therewith.
cash for the interest it acquired in the Kern Project, of which
OpCo paid approximately $4.9 million on January 27, 2016 in
connection with the closing of the first phase on January 26,
2016, approximately $9.2 million on September 9, 2016 in
connection with the closing of the second phase on September 9,
2016, approximately $8.4 million on November 30, 2016 in
connection with the closing of the third phase on November 30,
2016, approximately $6.0 million on February 24, 2017 in
connection with the closing of the fourth phase on February 24,
2017, and approximately $3.2 million on June 9, 2017 in
connection with the closing of the fifth phase on June 9, 2017.
In the event that the conditions precedent set forth in the
Letter Agreement are met, at a future closing date on or prior to
September 30, 2017, OpCo will pay up to $5.0 million, based upon
the MWac of the Development Project Sites to be acquired in
connection therewith.
The foregoing description is not completed and is qualified in
its entirety by reference to the text of the Letter Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.
its entirety by reference to the text of the Letter Agreement,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Amendment No. 7 to Amended and Restated Omnibus Agreement
On June 9, 2017, in connection with the Phase 2(c) Acquisition,
the Partnership entered into Amendment No. 7 to Amended and
Restated Omnibus Agreement (the Kern Phase 2(c) Omnibus
Amendment) with the Partnerships general partner, 8point3 General
Partner, LLC (the General Partner), 8point3 Holding Company, LLC
(Holdings), First Solar, Inc. (First
the Partnership entered into Amendment No. 7 to Amended and
Restated Omnibus Agreement (the Kern Phase 2(c) Omnibus
Amendment) with the Partnerships general partner, 8point3 General
Partner, LLC (the General Partner), 8point3 Holding Company, LLC
(Holdings), First Solar, Inc. (First
Solar), SunPower and OpCo. The Kern Phase 2(c) Omnibus Amendment
amends the schedules to the parties existing Amended and Restated
Omnibus Agreement dated April 6, 2016, as amended (the Amended
and Restated Omnibus Agreement), to include the solar systems
held indirectly by Kern Holdco at the closing of the Phase 2(c)
Acquisition for all purposes.
amends the schedules to the parties existing Amended and Restated
Omnibus Agreement dated April 6, 2016, as amended (the Amended
and Restated Omnibus Agreement), to include the solar systems
held indirectly by Kern Holdco at the closing of the Phase 2(c)
Acquisition for all purposes.
All other material terms and conditions of the Amended and
Restated Omnibus Agreement were unchanged.
Restated Omnibus Agreement were unchanged.
The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Kern Phase 2(c)
Omnibus Amendment, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
entirety by reference to the full text of the Kern Phase 2(c)
Omnibus Amendment, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 9, 2017, OpCo completed the Phase 2(c) Acquisition to the
terms of the Kern Purchase Agreement, as amended, and the Letter
Agreement. OpCo funded 50% of the purchase price for the Phase
2(c) Acquisition with cash on hand. The description of the Phase
2(c) Acquisition included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
terms of the Kern Purchase Agreement, as amended, and the Letter
Agreement. OpCo funded 50% of the purchase price for the Phase
2(c) Acquisition with cash on hand. The description of the Phase
2(c) Acquisition included in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
The terms of the Kern Acquisition, inclusive of the Phase 2(c)
Acquisition, were approved by the board of directors (the Board)
of 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 legal counsel to assist in
evaluating the Kern Acquisition.
Acquisition, were approved by the board of directors (the Board)
of 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 legal counsel to assist in
evaluating the Kern Acquisition.
SunPower owns 8,778,190 common units and 20,104,885 subordinated
units in OpCo, representing a 36.5% economic interest in OpCo. In
addition, SunPower owns 28,883,075 Class B shares in the
Partnership. SunPower also owns a 50% interest in Holdings, which
holds all the incentive distribution rights in OpCo and is the
sole member of the General Partner.
units in OpCo, representing a 36.5% economic interest in OpCo. In
addition, SunPower owns 28,883,075 Class B shares in the
Partnership. SunPower also owns a 50% interest in Holdings, which
holds all the incentive distribution rights in OpCo and is the
sole member of the General Partner.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Number
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Description
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2.1
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Letter Agreement dated June 9, 2017, by and between
8point3 Operating Company, LLC and SunPower Corporation. |
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10.1
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Amendment No. 7 to Amended and Restated Omnibus
Agreement dated June 9, 2017, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation. |
About 8point3 Energy Partners LP (NASDAQ:CAFD)
8Point3 Energy Partners LP owns, operates and acquires solar energy generation projects. As of July 31, 2016, the Company owned a 28.2% limited liability company interest in 8point3 Operating Company, LLC (OpCo). As of July 31, 2016, the Company’s portfolio consisted of interests in 530 megawatts (MW) of solar energy projects. As of July 31, 2016, the Company owned interests in eight utility-scale solar energy projects, all of which are operational. As of July 31, 2016, its assets represented 88% of the generating capacity of its portfolio. As of July 31, 2016, the Company owned interests in four commercial and industrial (C&I) solar energy projects, two of which were operational and two of which were in late-stage construction, and a portfolio of residential distributed solar generation (DG Solar) assets, which represent 12% of the generating capacity of the Company’s portfolio. Its portfolio is located entirely in the United States and consists of utility-scale and C&I assets.
