SAN JOSE, Calif., April 6, 2018 /PRNewswire/ -- 8point3 Energy
Partners LP (NASDAQ:CAFD) (the Partnership) today announced it has
filed a definitive proxy statement with the Securities and Exchange
Commission (SEC) for the special meeting of its holders of Class A
shares representing limited partner interests in the Partnership to
consider and vote on a proposal to approve the previously
announced Agreement and Plan of Merger and Purchase Agreement
(Merger Agreement), dated as of February 5,
2018, by and among 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), pursuant to which Capital Dynamics will acquire
8point3 General Partner, LLC (the General Partner), the general
partner of the Partnership (the GP Transfer), all of the
outstanding Class A shares in the Partnership and all of the
outstanding common and subordinated units and incentive
distribution rights in 8point3 Operating Company, LLC (OpCo), the
Partnership's operating company (the Proposed Transactions).
The special meeting will be held on May
23, 2018 at 9:00 a.m. Pacific
time at 77 Rio Robles, San Jose,
California 95134. 8point3 expects to commence mailing the
definitive proxy statement and other related proxy materials on or
about April 11, 2018 to holders of
Class A shares of record as of April 6,
2018. Only holders of Class A shares of record at the close
of business on April 6, 2018 will be
entitled to vote at the special meeting. The deadline for holders
of Class A shares to submit their proxy is 11:59 p.m. Eastern time on May 22, 2018.
Pursuant to the Proposed Transactions, the Partnership's Class A
shareholders and First Solar, Inc. (NASDAQ: FSLR) (First Solar) and
SunPower Corporation (NASDAQ: SPWR) (SunPower and, together with
First Solar, the Sponsors), as indirect holders of common and
subordinated units in OpCo, will receive $12.35 per share or per unit in cash, plus a
preset daily amount representing cash expected to be generated from
December 1, 2017 through closing less
any distributions received after the execution of the Merger
Agreement and prior to closing. No consideration will be received
by the Sponsors for the incentive distribution rights and the GP
Transfer. Assuming a Closing Date of May 24, 2018, each holder of Class A shares and
OpCo Units will receive $12.3833 per
Class A share or OpCo Unit, which represents $12.6635 per Class A share or OpCo Unit less the
first quarter distribution to be paid on April 13, 2018 of $0.2802 per Class A share or OpCo Unit.
Holders of Class A shares who have questions about the proxy
statement or voting their Class A shares should contact Innisfree
M&A Incorporated, the Partnership's proxy solicitor, by calling
toll-free at (877) 750-8338.
Subject to satisfaction of the remaining closing conditions,
including approval by the affirmative vote of (i) a majority
of the outstanding Class A shares (excluding Class A
shares owned by the General Partner or its affiliates), voting as a
class, (ii) a majority of the outstanding Class B shares
representing limited partner interests in the Partnership, voting
as a class, (iii) a majority of the outstanding OpCo common units
(excluding OpCo common units whose voting power is, with respect to
the subject vote, controlled by the General Partner or its
affiliates, other than the Partnership, through ownership or
otherwise), voting as a class, and (iv) a majority of the
outstanding OpCo subordinated units, voting as a class, the parties
currently expect to close the Proposed Transactions in the second
fiscal quarter of 2018. The Sponsors, the indirect owner of, in the
aggregate, 100.0% of the outstanding Class B shares,
approximately 35.6% of the outstanding OpCo common units and 100.0%
of the outstanding OpCo subordinated units have agreed to vote in
favor of the Proposed Transactions pursuant to a support agreement
entered into among the Sponsors and Capital Dynamics.
About 8point3
8point3 Energy Partners LP (NASDAQ:CAFD) is a limited
partnership formed by First Solar, Inc. and SunPower Corporation to
own, operate and acquire solar energy generation projects. The
Partnership owns interests in projects in the United States 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 the sponsors' ownership interest in
the Partnership, 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, March 28, 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.
Furthermore, among other risks and uncertainties, there can be
no guarantee that the Proposed Transactions with Capital Dynamics
will be completed, or if they are completed, the time frame in
which they will be completed. The proposed transactions are subject
to the satisfaction of certain conditions contained in the Merger
Agreement. The failure to complete the Proposed Transactions could
disrupt certain of 8point3 Energy Partners' plans, operations,
business and employee relationships.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release contains information about the Proposed
Transactions involving the Partnership and its subsidiaries and
affiliates of Capital Dynamics. In connection with the Proposed
Transactions, the Partnership has filed with the SEC a proxy
statement for the Partnership's shareholders. The Partnership
will mail the final proxy statement to its shareholders.
INVESTORS AND SHAREHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PARTNERSHIP, CAPITAL DYNAMICS, THE PROPOSED TRANSACTIONS AND
RELATED MATTERS. Investors and shareholders of the
Partnership are able to obtain free copies of the proxy statement
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