Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2018, 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), convened its special meeting (the “Special Meeting”) of holders of Class A shares representing limited partner interests in the Partnership (“Class A shares”) to vote on the proposals identified in the definitive proxy statement dated April 6, 2018, which was first mailed to holders of Class A shares on or about April 11, 2018.
As of the close of business on April 6, 2018, the record date for the Special Meeting, there were 28,093,305 Class A shares outstanding and entitled to vote at the Special Meeting. A quorum of 15,868,887 Class A shares was represented in person or by proxy at the Special Meeting. A summary of the voting results for the following proposals, which are described in detail in the definitive proxy statement, is set forth below:
1. Proposal to adopt and approve the Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, by and among the Partnership, 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership, 8point3 Operating Company, LLC, a Delaware limited liability company (“OpCo”), 8point3 Holding Company, LLC, a Delaware limited liability company, 8point3 Solar CEI, LLC, a Delaware limited liability company (“8point3 Solar”), 8point3 Co-Invest Feeder 1, LLC, a Delaware limited liability company (“Investor Co 1”), 8point3 Co-Invest Feeder 2, LLC, a Delaware limited liability company (“Investor Co 2”), CD Clean Energy and Infrastructure V JV (Holdco), LLC, a Delaware limited liability company (“CD CEI V JV Holdco” and, together with 8point3 Solar, Investor Co 1 and Investor Co 2, collectively, “Parent”), 8point3 Partnership Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of 8point3 Solar (“Partnership Merger Sub”), 8point3 OpCo Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“OpCo Merger Sub 1”), and 8point3 OpCo Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“OpCo Merger Sub 2”) (as it may be amended from time to time, the “Merger Agreement”), and the merger of Partnership Merger Sub with and into the Partnership.
The Partnership’s holders of Class A shares adopted this proposal. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:
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Votes For
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Votes Against
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Votes Abstained
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14,759,177
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1,040,828
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68,882
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2. Proposal to direct the Partnership to vote, by written consent or at a meeting of the holders of the common units (“OpCo Common Units”) and subordinated units representing limited liability company interests in OpCo, its OpCo Common Units in favor of the Merger Agreement and the mergers of OpCo Merger Sub 1 and OpCo Merger Sub 2 with and into OpCo.
The Partnership’s holders of Class A shares adopted this proposal. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:
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Votes For
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Votes Against
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Votes Abstained
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14,749,254
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1,042,408
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77,225
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No other business properly came before the Special Meeting.