8-KMaterial AgreementsOther Events

FIRST SOLAR, INC. 8-K Report, Material Agreement (Jun 30, 2015)

Filed June 30, 2015For Securities:FSLR

Summary

This Form 8-K filing from First Solar, Inc. (FSLR) on June 30, 2015, details the completion of its joint venture with SunPower Corporation and the subsequent initial public offering (IPO) of 8point3 Energy Partners LP. The JV, formed to own and operate solar energy systems, has led to the creation of Holdings and the Partnership. The IPO successfully raised capital by selling 20,000,000 Class A shares at $21.00 per share. First Solar and SunPower will retain significant stakes in the joint venture and the partnership, holding Class B shares and units in the operating company (OpCo). Key agreements governing this structure include the Holdings LLC Agreement, GP LLC Agreement, Partnership Agreement, and OpCo LLC Agreement, which outline management control, distribution policies, and the rights of various stakeholders. The filing also details management services agreements and other operational agreements crucial for the ongoing success of the joint venture.

Key Highlights

  • 1First Solar and SunPower completed the formation of their joint venture, 8point3 Energy Partners LP, on June 24, 2015.
  • 28point3 Energy Partners LP successfully completed its Initial Public Offering (IPO) of 20,000,000 Class A shares at $21.00 per share.
  • 3Following the IPO, First Solar, through its subsidiaries, holds a 31.1% voting interest in the Partnership and a 31.1% economic and voting interest in the operating company (OpCo).
  • 4SunPower holds a 40.7% voting interest in the Partnership and a 40.7% economic and voting interest in OpCo.
  • 5The structure includes Management Services Agreements (MSAs) with subsidiaries of First Solar and SunPower to provide operational services, with initial annual management fees outlined.
  • 6Right of First Offer (ROFO) agreements grant the Partnership a priority to acquire solar projects from First Solar and SunPower for a five-year period.
  • 7An Exchange Agreement allows First Solar and SunPower subsidiaries to exchange their OpCo units and Class B shares for Class A shares or cash.

Frequently Asked Questions

The primary purpose of the joint venture, 8point3 Energy Partners LP, is to own, operate, and acquire solar energy systems.

The IPO resulted in the sale of 20,000,000 Class A shares at $21.00 per share, successfully raising capital for the joint venture.

First Solar and SunPower, through their respective subsidiaries, retain significant economic and voting interests in the partnership and its operating company. They also have roles in management through board appointments and the provision of services via Management Services Agreements, with rights that are subject to economic performance and contributions.

The key agreements include the Holdings LLC Agreement, GP LLC Agreement, Partnership Agreement, OpCo LLC Agreement, Management Services Agreements (MSAs), Right of First Offer (ROFO) Agreements, an Omnibus Agreement, and an Exchange Agreement, which collectively define governance, operations, financial distributions, and relationships between the parties.