TEMPE, Ariz. and SAN JOSE,
Calif., Feb. 5, 2018 /PRNewswire/
-- First Solar, Inc. (NASDAQ:FSLR) ("First Solar") and
SunPower Corporation (NASDAQ:SPWR) ("SunPower" and, together with
First Solar, the "Sponsors") today announced that their
joint-venture yieldco, 8point3 Energy Partners LP ("8point3" or the
"Partnership"), has entered into an Agreement and Plan of Merger
and Purchase Agreement (the "Merger Agreement") with CD Clean
Energy and Infrastructure V JV, LLC, an investment fund managed by
Capital Dynamics, Inc., and certain other co-investors
(collectively, "Capital Dynamics"), pursuant to which Capital
Dynamics will acquire 8point3 through an acquisition of 8point3
General Partner, LLC (the "General Partner"), the general partner
of the Partnership (such transaction, 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").
Pursuant to the Proposed Transactions, the Partnership's Class A
shareholders and the Sponsors, as 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. No consideration will be received by the Sponsors for
the incentive distribution rights and the GP Transfer pursuant to
the Proposed Transactions.
- Proposed Transactions represent about $977 million in equity value and about
$1.7 billion in enterprise
value
- Culmination of an extensive and competitive marketing
process with more than 130 parties contacted
- Committed debt financing secured by Capital Dynamics
enhances certainty of closing the Proposed Transactions
- Proposed Transactions unanimously approved by the Conflicts
Committee of the Board of Directors of 8point3 and approved by the
Board of Directors of the General Partner as well as the Boards of
Directors of First Solar and SunPower
- Proposed Transactions expected to close in second fiscal
quarter or third fiscal quarter of 2018
The completion of the Proposed Transactions is subject to a
number of closing conditions, including approval by a majority of
the outstanding 8point3 public Class A shareholders, the expiration
of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust
Improvements Act of 1976, Federal Energy Regulatory Commission
(FERC) Section 203 approval and the approval of the Committee on
Foreign Investment in the United
States (CFIUS). The Sponsors, which are the indirect owners
of the General Partner and approximately 64.5 percent of OpCo's
outstanding units, have executed an agreement to vote in support of
the Proposed Transactions. Additionally, the Proposed Transactions
are subject to certain other customary closing conditions.
8point3 will host a conference call for investors to discuss the
Proposed Transactions at 2:30 p.m., Pacific
Time, on February 5, 2018. The
call will be webcast and can be accessed from 8point3's website at
http://ir.8point3energypartners.com.
About First Solar, Inc.
First Solar, Inc. (NASDAQ:FSLR) is a leading global provider of
comprehensive photovoltaic (PV) solar systems that use its advanced
module and system technology. First Solar's integrated power plant
solutions deliver an economically attractive alternative to
fossil-fuel electricity generation. From raw material sourcing
through end-of-life module recycling, First Solar's renewable
energy systems protect and enhance the environment. For more
information about First Solar, please visit www.firstsolar.com.
About SunPower
As one of the world's most innovative and sustainable energy
companies, SunPower Corporation (NASDAQ:SPWR) provides a diverse
group of customers with complete solar solutions and services.
Residential customers, businesses, governments, schools and
utilities around the globe rely on SunPower's more than 30 years of
proven experience. From the first flip of the switch, SunPower
delivers maximum value and superb performance throughout the long
life of every solar system. Headquartered in Silicon Valley,
SunPower has dedicated, customer-focused employees in Africa, Asia,
Australia, Europe, and North and South America. For more information about how
SunPower is changing the way the world is powered, visit
www.sunpower.com.
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. Capital Dynamics is 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.
Forward-Looking Statements
For First Solar Investors
This press release includes various "forward-looking statements"
which are made pursuant to safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are often characterized by the use of words such as
"estimate," "expect," "anticipate," "project," "plan," "intend,"
"seek," "believe," "forecast," "foresee," "likely," "may,"
"should," "goal," "target," "might," "will," "could," "predict,"
"continue" and the negative or plural of these words and other
comparable terminology. Forward-looking statements are only
predictions based on First Solar's current expectations and First
Solar's projections about future events. You should not place undue
reliance on these forward-looking statements. First Solar
undertakes no obligation to update any of these forward-looking
statements for any reason. These forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause First Solar's actual results, levels of activity, performance
or achievements to differ materially from those expressed or
implied by these statements. These factors include, but are not
limited to, the expected timing and likelihood of completion of the
Proposed Transactions, including the timing, receipt and terms and
conditions of any required governmental approvals of the Proposed
Transactions that could cause the parties to abandon the Proposed
Transactions; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; the risk of failure of Partnership's shareholders to
approve the Proposed Transactions; the risk that the parties may
not be able to satisfy the conditions to the Proposed Transactions
in a timely manner or at all; and the matters discussed in Item 1A.
"Risk Factors," of First Solar's most recent Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and other filings with the
SEC.
For SunPower Investors
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to statements regarding: (a) the
expected timing and likelihood of completion of the Proposed
Transactions; (b) the timing and anticipated receipt of required
shareholder, governmental, or other approvals of the Proposed
Transactions; and (c) expected transaction proceeds and value.
These forward-looking statements are based on SunPower's current
assumptions, expectations and beliefs and involve substantial risks
and uncertainties that may cause results, performance, or
achievement to materially differ from those expressed or implied by
these forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to:
(1) the timing, receipt, and terms and conditions of any
required governmental approvals of the Proposed Transactions that
could cause the parties to abandon the Proposed Transactions;
(2) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Merger
Agreement; (3) the risk of failure of the Partnership's
shareholders to approve the Proposed Transactions; and (4) the
risk that the parties may not be able to satisfy the conditions to
the Proposed Transactions in a timely manner or at all. A detailed
discussion of certain of these factors and other risks that affect
SunPower's business is included in SunPower's filings makes with
the SEC from time to time, including SunPower's most recent reports
on Form 10-K and Form 10-Q, particularly under the heading "Risk
Factors." Copies of these filings are available online from the SEC
or on the SEC Filings section of SunPower's Investor Relations
website at http://investors.sunpower.com. All forward-looking
statements in this press release are based on information currently
available to SunPower, and SunPower assumes no obligation to update
these forward-looking statements in light of new information or
future events.
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 will file with the SEC and furnish to
the Partnership's shareholders a proxy statement and other relevant
documents. BEFORE MAKING ANY VOTING DECISION, THE PARTNERSHIP'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors
and shareholders will be able to obtain, free of charge, a copy of
the proxy statement (when available) and other relevant documents
filed with the SEC from the SEC's website at www.sec.gov. In
addition, the proxy statement and the Partnership's Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 14(d) of the Exchange Act will be
available free of charge through the Partnership's website at
www.8point3energypartners.com/ as soon as reasonably practicable
after they are electronically filed with, or furnished to, the
SEC.
PARTICIPANTS IN THE SOLICITATION
The Partnership and the General Partner's directors and
executive officers, and First Solar and SunPower and their
respective directors and executive officers, are deemed to be
participants in the solicitation of proxies from the shareholders
of the Partnership in respect of the Proposed Transactions.
Information regarding the directors and executive officers of the
General Partner, First Solar and SunPower is contained in the
Partnership's 2017 Form 10-K filed with the SEC on February 5, 2018, First Solar's 2016 Form 10-K
filed with the SEC on February 22,
2017 and SunPower's 2016 Form 10-K filed with the SEC on
February 17, 2017, respectively. Free
copies of these documents may be obtained from the sources
described above.
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SOURCE SunPower Corp.; First Solar, Inc.