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

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(a) Acquisition and Amendment to Purchase, Sale and
Contribution 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, 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 (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 November 30, 2016, the parties thereto entered into the Second
Amendment to Purchase, Sale and Contribution Agreement (the Kern
Second Amendment), to which the parties amended the Kern Purchase
Agreement to reflect the division of the third phase of the Kern
Acquisition into two closings. to the Kern Second Amendment, the
Kern Acquisition will be effectuated in the following four
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;

(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;

(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 (the Phase 2(a)
Acquisition); and

(iv) at a future closing date, which is expected to occur in the
fiscal quarter ending February 28, 2017, OpCo will cause OpCo
Holdings to make an additional contribution of capital to Kern
Holdco, which will be used to acquire the Phase 2(b) assets from
a SunPower subsidiary.

As previously disclosed, OpCo will pay an aggregate purchase
price of up to $36.6 million in cash for the interest it acquires
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 and approximately $8.4 million on
November 30, 2016 in connection with the closing of the third
phase on November 30, 2016.OpCo will pay the remaining balance of
the purchase price at the closing of the fourth phase based upon
the MWac of the assets in such phase.

All other material terms and conditions of the Kern Purchase
Agreement were unchanged.

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

Amendment No. 4 to Omnibus Agreement

On November 30, 2016, in connection with the Phase 2(a)
Acquisition, the Partnership entered into Amendment No. 4 to
Amended and Restated Omnibus Agreement (the Kern Phase 2(a)
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(a) 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(a)
Acquisition for all purposes.

All other material terms and conditions of the Amended and
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(a)
Omnibus Amendment, which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.

Stateline Acquisition and Amendment No. 5 to Omnibus Agreement

As previously disclosed, on November 11, 2016, OpCo entered into
a Purchase and Sale Agreement (the Stateline Purchase Agreement)
with 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 Stateline Acquisition). A subsidiary of Southern Company
owns the other 66% interest in the Stateline Project and controls
the governing board of the project.

Consideration for the Stateline Acquisition was comprised of (i)
a cash payment by OpCo to Seller of approximately $272.8 million
at closing, (ii) the delivery of a promissory note of OpCo to
Seller in the principal amount of $50.0 million (the Note) and
(iii) a deferred cash payment of approximately $6.7 million to be
paid by OpCo to Seller on December 31, 2016.

In connection with the closing of the Stateline Acquisition on
December 1, 2016, the Partnership entered into Amendment No. 5 to
Amended and Restated Omnibus Agreement (the Stateline Omnibus
Amendment) with the General Partner, Holdings, First Solar,
SunPower and OpCo. The Stateline Omnibus Amendment amends the
schedules to the Amended and Restated Omnibus Agreement to
include the Stateline Project for all purposes.

All other material terms and conditions of the Amended and
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 Stateline Omnibus
Amendment, which is filed as Exhibit 10.2 to this Current Report
on Form 8-K and incorporated herein by reference.

Promissory Note

In connection with the closing of the Stateline Acquisition on
December 1, 2016, OpCo issued the Note to Seller in the principal
amount of $50.0 million. The Note is unsecured and matures on the
date that is six months after the maturity date under OpCos
existing credit agreement. Interest will accrue at a rate of four
percent (4%) per annum, except it will accrue at a rate of six
percent (6%) per annum (i) upon the occurrence and during the
continuation of a specified event of default and (ii) in respect
of amounts accrued as payments-in-kind to the terms of the
Note.OpCo is not permitted to prepay the Note without the consent
of certain lenders under its existing credit agreement (except
for certain mandatory prepayments).

The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Note, which is
filed as Exhibit 10.3 to this Current Report on Form 8-K and
incorporated herein by reference.

Kern Phase 2(a) Acquisition

On November 30, 2016, OpCo completed the Phase 2(a) Acquisition
to the terms of the Kern Purchase Agreement, as amended by the
Kern PSA Amendment. OpCo funded 50% of the purchase price for the
Phase 2(a) Acquisition with cash on hand. The description of the
Phase 2(a) 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 Phase 2(a) 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.

Stateline Acquisition

On December 1, 2016, OpCo completed the Stateline Acquisition to
the terms of the Stateline Purchase Agreement. OpCo funded the
Stateline Acquisition with a combination of cash on hand, the
Note and borrowings under OpCos existing credit facility. The
description

of the Stateline 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 Stateline Acquisition were approved by the Board
and by the Conflicts Committee. The Conflicts Committee engaged
an independent financial advisor and legal counsel to assist in
evaluating the Stateline Acquisition.

First Solar owns 6,721,810 common units and 15,395,115
subordinated units in OpCo, representing a 28.0% economic
interest in OpCo. In addition, First Solar owns 22,116,925 Class
B shares in the Partnership. First Solar 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.

The description of the Note included in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
2.03.

To the extent financial statements are required by this item,
they will be filed with the SEC by amendment to this Current
Report on Form 8-K no later than 71 days after the date on which
this Current Report on Form 8-K is required to be filed.

To the extent pro forma financial information is required by this
item, it will be filed with the SEC by amendment to this Current
Report on Form 8-K no later than 71 calendar days after the date
on which this Current Report on Form 8-K is required to be filed.

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. 8point3 Energy Partners LP (NASDAQ:CAFD) Recent Trading Information
8point3 Energy Partners LP (NASDAQ:CAFD) closed its last trading session down -0.24 at 15.30 with 160,435 shares trading hands.