8-KMaterial AgreementsOther EventsExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Material Agreement (Mar 11, 2015)

Filed March 11, 2015For Securities:FSLR

Summary

On March 10, 2015, First Solar, Inc. (FSLR) and SunPower Corporation announced a material definitive agreement to form a joint venture focused on owning, operating, and acquiring solar energy systems. This joint venture, structured through various entities including 8point3 Holding Company, LLC and 8point3 Energy Partners LP, aims to eventually go public via an Initial Public Offering (IPO) by December 31, 2015. The partnership will be initially split 50/50 between First Solar and SunPower in terms of economic and voting interests in the holding company. The agreement outlines mechanisms for future adjustments to these interests based on project performance and cash flow generation, as well as provisions for management and operational control. Initial contributions include a portfolio of operational and development-stage solar projects from both companies, strategically selected to fuel the venture's growth.

Key Highlights

  • 1Formation of a joint venture, 8point3 Energy Partners LP, with SunPower Corporation to own, operate, and acquire solar energy systems.
  • 2The joint venture is targeted to conduct an Initial Public Offering (IPO) by December 31, 2015.
  • 3Initial ownership in the holding company (Holdings) will be 50% economic and 50% voting for both First Solar and SunPower, subject to future adjustments.
  • 4The agreement includes provisions for the initial contribution of operational and development-stage solar projects by both First Solar and SunPower.
  • 5Management and control of the joint venture will be shared, with initial appointments for CEO and CFO rotating between the sponsors.
  • 6Subsequent contributions of solar projects are planned to maintain a targeted growth rate and relatively equal ownership percentages.
  • 7The formation is subject to regulatory approvals and customary closing conditions, including the successful IPO.

Frequently Asked Questions

The primary purpose of the joint venture is to own, operate, and acquire solar energy systems. It is structured to eventually go public through an Initial Public Offering (IPO), creating a partnership entity to house and grow a portfolio of solar assets.

First Solar and SunPower have agreed to use commercially reasonable efforts to effect the closing of an initial public offering (IPO) of the Partnership by December 31, 2015.

Initially, First Solar and SunPower will each hold a 50% economic and 50% voting interest in the joint venture's holding company. The agreement outlines mechanisms for future adjustments to economic interests based on project performance and cash flow. Management control will involve shared board representation, with initial roles like CEO and CFO rotating between the sponsors.

First Solar is contributing equity interests in several solar projects including Lost Hills Solar, Blackwell Solar, Maryland Solar, North Star Solar, and SG2 Imperial Valley. SunPower is contributing equity interests in projects like Solar Star California XXX, Solar Star California XIII, Solar Star California XXXI, Solar Star California XXXII, and several residential solar installations.