77 RIO ROBLES, SAN JOSE, CALIFORNIA 95134
PROPOSED MERGERSYOUR VOTE IS VERY IMPORTANT
Dear Class A Shareholders:
We cordially
invite you to attend a special meeting of the holders (the Shareholders) of Class A shares representing limited partner interests (Class A shares) in 8point3 Energy Partners LP, a Delaware limited partnership (the
Partnership), to be held on May 23, 2018 at 9:00 a.m. (Pacific Time), at 77 Rio Robles, San Jose, California 95134 (the Shareholder Meeting).
On February 5, 2018, the Partnership entered into an Agreement and Plan of Merger and Purchase Agreement (the Merger
Agreement) with 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), 8point3 Operating Company, LLC, a Delaware limited liability company
(OpCo and, together with the Partnership and the General Partner, the Partnership Entities), 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 and, together with
OpCo Merger Sub 1, the OpCo Merger Subs and, the OpCo Merger Subs, together with Parent and Partnership Merger Sub, the Parent Entities).
Pursuant to the Merger Agreement, (i) OpCo Merger Sub 1 will, upon the terms and subject to the conditions thereof, merge with and into
OpCo (OpCo Merger 1), with OpCo surviving OpCo Merger 1, (ii) OpCo Merger Sub 2 will, upon the terms and subject to the conditions thereof, merge with and into OpCo (OpCo Merger 2 and, together with OpCo Merger 1, the
OpCo Mergers), with OpCo surviving OpCo Merger 2, and (iii) Partnership Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into the Partnership (the Partnership Merger and, together
with the OpCo Mergers, the Mergers), with the Partnership surviving the Partnership Merger.
Upon the closing of the
Transactions (as defined below), each issued and outstanding Class A share, each issued and outstanding common unit representing a limited liability company interest in OpCo (OpCo Common Unit), other than the OpCo Common Units owned
by the Partnership, and each issued and outstanding subordinated unit representing a limited liability company interest in OpCo (OpCo Subordinated Unit) will represent the right to receive an amount in cash equal to $12.35 per share or
unit, as applicable, and, in each case, without interest and less any applicable withholding taxes, subject to adjustment at closing at a set daily rate representing cash expected to be generated between December 1, 2017 and closing less
distributions declared (to the extent the record date has passed prior to closing) or paid after January 12, 2018 and prior to closing (as further described in the attached proxy statement), and each share or unit shall no longer be
outstanding, automatically be canceled and cease to exist, upon the terms and subject to the conditions set forth in the Merger Agreement.
The conflicts committee (the GP Conflicts Committee) of the board of directors of the General Partner (the General Partner
Board), consisting of three independent directors, after consultation with its independent legal and financial advisors, has unanimously (i) determined that the Mergers, including the Merger Agreement and the transactions contemplated
thereby on the terms set forth therein (the Transactions), are advisable, fair and reasonable to, and in the best interests of, the Partnership Group (as defined in the Amended and Restated Agreement of Limited Partnership, dated as of
June 24, 2015 (the Partnership Agreement)) and the holders of Class A shares of the Partnership (other than the General Partner, First Solar, Inc., a Delaware corporation (First Solar), SunPower Corporation, a
Delaware corporation (SunPower and, together with First Solar, the Sponsors) and their affiliates) (the Public Shareholders), (ii) approved the Mergers, including the Merger Agreement and the Transactions, such
approval constituting Special Approval pursuant to Section 7.9(a) of the Partnership Agreement, (iii) recommended to the General Partner Board that the General Partner Board approve the Mergers and consummate the Transactions
on the terms set forth in the Merger Agreement and (iv) recommended to the Public Shareholders that the Public Shareholders approve the Merger Agreement and the Mergers.
The General Partner Board, based in part upon the recommendation of the GP Conflicts Committee, unanimously (i) determined that it is
in the best interests of the General Partner, the Partnership Group, the Shareholders and the holders of the OpCo Common Units and OpCo Subordinated Units (the holders of such OpCo Common Units and OpCo Subordinated Units, the
Unitholders), and declared it advisable, for the Partnership Entities to enter into the Merger Agreement and to consummate the