SAN JOSE, Calif., June 19, 2018 /PRNewswire/ -- 8point3 Energy
Partners LP (NASDAQ:CAFD) (8point3 or the Partnership) today
announced that it has closed the mergers and other transactions
contemplated by the Agreement and Plan of Merger and Purchase
Agreement, dated as of February 5,
2018, by and among the Partnership and certain affiliates of
the Partnership, Capital Dynamics Clean Energy and Infrastructure V
JV, LLC, an equity fund managed by Capital Dynamics, Inc., and
certain other co-investors (collectively, Capital Dynamics). As
previously disclosed, a majority of the outstanding 8point3 public
Class A shareholders approved the transactions at a special meeting
held on May 23, 2018.
As a result of the transactions, 8point3's Class A shares will
no longer be publicly traded on the NASDAQ stock exchange. 8point3
intends to file the relevant form with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended,
requesting the deregistration of its Class A shares and the
suspension of 8point3's reporting obligations under the Exchange
Act.
Pursuant to the transactions, the Partnership's Class A
shareholders, and the sponsors of the Partnership, First Solar,
Inc. (NASDAQ: FSLR) and SunPower
Corporation (NASDAQ: SPWR), as indirect holders of common and
subordinated units in 8point3 Operating Company, LLC, the
Partnership's operating company (OpCo), received $12.48 per share or per unit in cash (merger
consideration). No consideration was received by the sponsors for
the incentive distribution rights they owned in OpCo or their
interests in 8point3 General Partner, LLC, the general partner of
the Partnership.
The Partnership's Class A shares held of record by shareholders
in book-entry form with The Depository Trust Company will receive
the merger consideration for their respective interests on or about
June 25, 2018.
Goldman Sachs acted as financial advisor to SunPower, BofA
Merrill Lynch acted as financial advisor to First Solar,
and Evercore acted as financial advisor to the Conflicts
Committee of the general partner. Baker Botts
L.L.P. acted as legal counsel to SunPower, Skadden, Arps,
Slate, Meagher & Flom, LLP acted as legal counsel
to First Solar, and Richards, Layton & Finger
P.A. acted as legal counsel to the Conflicts Committee of the
general partner.
Amis, Patel & Brewer, LLP acted as transaction legal
counsel, and Stoel Rives LLP acted as tax and regulatory counsel,
to Capital Dynamics.
About 8point3
8point3 Energy Partners LP is a limited partnership that owns,
operates and acquires solar energy generation projects. The
partnership owns interests in projects in the U.S. that generate
long-term contracted cash flows and serve utility, commercial and
residential customers. For more information about 8point3, please
visit www.8point3energypartners.com.
About Capital Dynamics
Capital Dynamics, Inc. is an independent, global asset manager,
investing in private equity, private credit and clean energy
infrastructure. We are client-focused, tailoring solutions to meet
investor requirements. The Firm manages investments through a broad
range of products and opportunities including separate account
solutions, investment funds and structured private equity products.
Capital Dynamics currently has $15
billion in assets under management and advisement.
For 8point3 Investors
This press release
includes various "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking
statements include, among other things, statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions. You can identify our forward-looking
statements by words such as "anticipate", "believe", "estimate",
"expect", "forecast", "goals", "objectives", "outlook", "intend",
"plan", "predict", "project", "risks", "schedule", "seek",
"target", "could", "may", "will", "should" or "would" or other
similar expressions that convey the uncertainty of future events or
outcomes. In accordance with "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, these statements
are accompanied by cautionary language identifying important
factors, though not necessarily all such factors, which could cause
future outcomes to differ materially from those set forth in
forward-looking statements. In particular, expressed or implied
statements concerning expectations of plans, strategies, objectives
and growth and anticipated financial and operational performance of
the Partnership and its subsidiaries, including guidance regarding
the Partnership's revenue, net income, adjusted EBITDA, cash
available for distribution and distributions, other future actions,
conditions or events such as the commercial operation dates of
projects, future operating results or the ability to generate
sales, income or cash flow or to make distributions are
forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and
assumptions. Future actions, conditions or events and future
results of operations may differ materially from those expressed in
these forward-looking statements. Forward-looking statements speak
only as of the date of this press release, June 19, 2018, and we disclaim any obligation to
update such statements for any reason, except as required by law.
All forward-looking statements contained in this press release are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this paragraph. Many of the factors
that will determine these results are beyond our ability to control
or predict. These factors include the risk factors described under
"Risk Factors" in the Partnership's Annual Report on Form 10-K for
the fiscal year ended November 30,
2017, filed with the Securities and Exchange Commission on
February 5, 2018. If any of
those risks occur, it could cause our actual results to differ
materially from those contained in any forward-looking statement.
Because of these risks and uncertainties, you should not place
undue reliance on any forward-looking statement.
Additional Information and Where to Find It
This
press release contains information about the transactions involving
the Partnership and its subsidiaries and affiliates of Capital
Dynamics. Investors and shareholders of the Partnership are able to
obtain free copies of documents pertaining to the transactions and
other documents filed with the SEC by the Partnership through the
website maintained by the SEC at www.sec.gov. In addition,
investors and shareholders of the Partnership will be able to
obtain free copies of documents filed by the Partnership with the
SEC from the partnership's website, www.8point3energypartners.com,
under the heading "SEC Filings" in the "Investors" tab.
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SOURCE 8point3 Energy Partners LP