UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 15, 2018
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8point3 Energy Partners LP
(Exact name of registrant as specified in its charter)
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| Delaware | 1-37447 | 47-3298142 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
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| 77 Rio Robles | | |
| San Jose, California | | 95134 |
| (Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (408) 240-5500 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): |
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| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☒ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☒ |
Item 8.01. Other Events.
As previously disclosed, 8point3 Operating Company, LLC (“OpCo”), a wholly-owned subsidiary of 8point3 Energy Partners LP (the “Partnership”), and SunPower Corporation (“SunPower”) entered into the Right of First Offer Agreement, dated as of June 24, 2015 (the “ROFO Agreement”), pursuant to which SunPower granted to OpCo a right of first offer to purchase certain solar energy generating facilities for a period of five years, including the 100 MW Boulder Solar 1 solar generation project in Nevada (“Boulder Solar Project”). The Partnership has also previously disclosed that OpCo waived the 45-day negotiation period under the ROFO Agreement with respect to the Boulder Solar Project, and that, following such waiver, SunPower has the right to offer and sell the interest in the Boulder Solar Project that was subject to the ROFO Agreement to a third party, in accordance with the terms of the ROFO Agreement.
On Thursday, February 15, 2018, it was announced that SunPower has sold the interest in the Boulder Solar Project that was subject to the ROFO Agreement to a third party. As such, OpCo no longer has the ability to acquire such interest in the Boulder Solar Project or its related assets.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | 8POINT3 ENERGY PARTNERS LP |
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| | | By: | 8point3 General Partner, LLC, |
| | | | its general partner |
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| | | By: | /s/ JASON E. DYMBORT |
| | | | Jason E. Dymbort |
| | | | General Counsel |
| Date: | February 15, 2018 | | |
