Item 1.01
Entry into a Material Definitive Agreement.
Underwriting Agreement
On September 22, 2016, 8point3 Energy Partners LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Partnership and 8point3 General Partner, LLC (collectively, the “Partnership Parties”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the several underwriters named in Schedule A therein (the “Underwriters”), providing for the offer and sale by the Partnership (the “Offering”), and purchase by the Underwriters, of 7,000,000 class A shares representing limited partner interests in the Partnership (“Class A Shares”) at a price to the public of $14.65 per Class A Share. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,050,000 Class A Shares on the same terms.
The Offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-212366) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on September 1, 2016. The Offering was made under the prospectus supplement dated September 22, 2016 (the “Prospectus Supplement”), and the accompanying prospectus, dated September 1, 2016 (together with the Prospectus Supplement, the “Prospectus”), constituting a part of the Registration Statement.
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering is expected to close on September 28, 2016, subject to customary closing conditions. The Partnership expects to receive proceeds (net of underwriting discount and estimated offering expenses) from the Offering of approximately $98.8 million. As described in the Prospectus, the Partnership intends to use the net proceeds of the Offering to purchase 7,000,000 common units of 8point3 Operating Company, LLC (“OpCo”), the entity that holds the Partnership’s project assets. OpCo intends to use the proceeds from the sale of its common units to fund a portion of the purchase price of the previously announced acquisition of a 49% interest in the Henrietta Project, a substantially completed, 102 MW photovoltaic solar generating facility located in Kings County, California (the “Henrietta Acquisition”). OpCo anticipates funding the remainder of the purchase price for the Henrietta Acquisition with a combination of cash on hand and borrowings under the Partnership’s credit facilities.
As more fully described in the Prospectus, the Underwriters and their respective affiliates are full service institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage services. The Underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Partnership and its affiliates, for which they received or may in the future receive customary fees and reimbursement of expenses.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
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