Capital Dynamics To Buy First Solar,SunPower JV For Enterprise Value Of $1.7 Bln

(RTTNews) - First Solar Inc. (FSLR) and SunPower Corp. (SPWR) said that their 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 or "OpCo", the Partnership's operating company. The proposed Transactions represent about $977 million in equity value and about $1.7 billion in enterprise value.

As per 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 proposed Transactions unanimously approved by the Conflicts Committee of the Board of Directors of 8point3 and approved by the Board of Directors of the General Partner as well as the Boards of Directors of First Solar and SunPower. The proposed Transactions are expected to close in second fiscal quarter or third fiscal quarter of 2018.

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.