SEC Form 4 · accession 0001209191-15-056594
8point3 Energy Partners LP · CAFD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 24, 2015
Accepted (ET)
Jun 25, 2015 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001635581
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Units in 8point3 Operating Company, LLCF5,F6,F2,F3,F4 | — | Jun 24, 2015 | A | 6,721,810 | A | — | — | See Footnote | 6,721,810 | 6,721,810 | I |
| Subordinated Units in 8point3 Operating Company, LLCF5,F6,F2,F3,F4 | — | Jun 24, 2015 | A | 15,395,115 | A | — | — | See Footnote | 15,395,115 | 15,395,115 | I |
| See FootnoteF1,F5,F6,F2,F3,F4 | — | Jun 24, 2015 | A | 22,116,925 | A | — | — | See Footnote | 22,116,925 | 22,116,925 | I |
Explanation of responses
- F1Class B Shares representing limited partner interests in 8point3 Energy Partners LP.
- F2Pursuant to an exchange agreement, dated June 24, 2015, certain holders can tender Common Units in 8point3 Operating Company, LLC ("OpCo") and an equal number of Class B shares ("Class B Shares") representing limited partnership interests in 8point3 Energy Partners LP (the "Partnership") (together, the "Tendered Units") for redemption by the Partnership and OpCo. Such holder has the right to receive, at the election of OpCo with the approval of the conflicts committee of the Board of Directors of the General Partner (as defined below), either the number of Class A shares representing limited partnership interests in the Partnership ("Class A Shares") equal to the number of Tendered Units or a cash payment equal to the number of Tendered Units multiplied by the then current trading price of the Class A Shares.
- F3(Continued from Footnote 2) In addition, the Partnership has the right but not the obligation, to directly purchase such Tendered Units for, subject to the approval of the conflicts committee of the Board of Directors of the General Partner, cash or Class A Shares at its election. Subordinated Units in OpCo will convert to Common Units in OpCo on a one-for-one basis once certain distribution thresholds have been achieved.
- F4Class A Shares representing limited partner interests in 8point3 Energy Partners LP.
- F5These securities were acquired by First Solar 8point3 Holdings, LLC and Maryland Solar Holdings, Inc. in connection with the contribution of certain assets, which were recorded at a fair market value of $409.0 million. First Solar 8point3 Holdings, LLC holds 5,779,313 Common Units in OpCo, 13,236,493 Subordinated Units in OpCo and 19,015,806 Class B Shares. Maryland Solar Holdings, Inc. holds 942,497 Common Units in OpCo, 2,158,622 Subordinated Units in OpCo and 3,101,119 Class B Shares.
- F6This Form 4 is being filed by First Solar, Inc., First Solar Asset Management, LLC, First Solar 8point3 Asset Management, LLC, Maryland Solar Holdings, Inc. and First Solar 8point3 Holdings, LLC (together, the "Reporting Persons"). First Solar, Inc. holds a 100% interest in First Solar Asset Management, LLC, First Solar Asset Management, LLC holds a 100% interest in First Solar 8point3 Asset Management, LLC and Maryland Solar Holdings, Inc., First Solar Asset Management, LLC holds a 99% interest in First Solar 8point3 Holdings, LLC and First Solar 8point3 Asset Management, LLC holds a 1% interest in First Solar 8point3 Holdings, LLC. First Solar 8point3 Holdings, LLC holds a 50% interest in 8point3 Holding Company, LLC ("Holdings") and Holdings is the sole member of 8point3 General Partner, LLC (the "General Partner"), which owns the non-economic general partner interest in the Partnership.
Remarks
On the basis of the relationship between the Reporting Persons (whether directly or through their affiliates) and certain directors of the General Partner, the general partner of the Partnership, the Reporting Persons may be deemed to be directors of the Partnership. The filing of this Statement shall not be construed as an admission that any Reporting Person is, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owner of any security.