Capital Dynamics’s $977 million Acquisition of 8point3, the Joint-Venture Yieldco of First Solar and SunPower

Skadden is advising First Solar, Inc. in the deal

First Solar, Inc. and SunPower Corporation’s joint-venture yieldco, 8point3 Energy Partners LP has entered into an Agreement and Plan of Merger and Purchase Agreement with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors, pursuant to which Capital Dynamics will acquire 8point3 through an acquisition of 8point3 General Partner, LLC, the general partner of the Partnership, 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.

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.

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.

Skadden is advising First Solar, Inc. with a team including Energy & Infrastructure Projects partner Lance Brasher (Picture); M&A partner Jeremy London; Energy & Infrastructure Projects partner Ethan Schultz(Washington, D.C./Houston); Tax partner Sean Shimamoto (Palo Alto); M&A partner Rodd Schreiber (Chicago) and counsel Richard Oliver; Energy & Infrastructure Projects counsels Frank Shaw and Robert Warnement, and associates Mark Schlackman (Houston); and M&A associate Aliza Kempner.

Involved fees earner: Lance Brasher – Skadden Arps Slate Meager & Flom; Ethan Schultz – Skadden Arps Slate Meager & Flom; Frank Shaw – Skadden Arps Slate Meager & Flom; Robert Warnement – Skadden Arps Slate Meager & Flom; Mark Schlackman – Skadden Arps Slate Meager & Flom; Jeremy London – Skadden Arps Slate Meager & Flom; Rodd Schreiber – Skadden Arps Slate Meager & Flom; Richard Oliver – Skadden Arps Slate Meager & Flom; Aliza Kempner – Skadden Arps Slate Meager & Flom; Sean Shimamoto – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: First Solar, Inc.;


Author: Ambrogio Visconti