CAFD / 8point3 Energy Partners LP - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CAFD / 8point3 Energy Partners LP 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37447 8point3 Energy Partners LP (Exact name of registrant as specified

CAFD / 8point3 Energy Partners LP POS AM

As filed with the Securities and Exchange Commission on June 27, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

CAFD / 8point3 Energy Partners LP S-8 POS

As filed with the Securities and Exchange Commission on June 27, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of OpCo, dated June 19, 2018.

Exhibit 3.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC This AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) of 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 19, 2018, by and among 8POINT3 ENERGY PARTNERS LP, a Delaware

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): June 19, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.

8point3 Energy Partners Announces Closing of Merger Transaction

Exhibit 99.1 Contacts: Investors Bob Okunski 408/240-5447 [email protected] Media Natalie Wymer 650/223-9132 [email protected] 8point3 Energy Partners Announces Closing of Merger Transaction SAN JOSE, CA, June 19, 2018 - 8point3 Energy Partners LP (NASDAQ:CAFD) (8point3 or the Partnership) today announced that it has closed the mergers and other transactions contemplated by the Agr

Other Events

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): June 8, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.S

Submission of Matters to a Vote of Security Holders

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): May 23, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.S

CAFD / 8point3 Energy Partners LP DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

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): May 9, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.S.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 1, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.S.

CAFD / 8point3 Energy Partners LP DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

CAFD / 8point3 Energy Partners LP DEFA14A

DEFA14A 1 a8point3462018defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b

8point3 Energy Partners LP Announces Mailing of Proxy Statement

Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 650-223-9132 [email protected] 8point3 Energy Partners LP Announces Mailing of Proxy Statement SAN JOSE, CA, April 6, 2018 - 8point3 Energy Partners LP (NASDAQ:CAFD) (the Partnership) today announced it has filed a definitive proxy statement with the Securities and Exchange Commission (S

Financial Statements and Exhibits, Other Events

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): April 6, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.

CAFD / 8point3 Energy Partners LP DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Material Impairments, Other Events

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): April 1, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.

CAFD / 8point3 Energy Partners LP 8-K

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): April 1, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.

CAFD / 8point3 Energy Partners LP DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R

8point3 Energy Partners Report First Quarter 2018 Results Exceeded Q1 2018 revenue, net income, Adjusted EBITDA and CAFD guidance Declared Q1 2018 distribution of $0.2802 per share

Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 650-223-9132 [email protected] 8point3 Energy Partners Report First Quarter 2018 Results Exceeded Q1 2018 revenue, net income, Adjusted EBITDA and CAFD guidance Declared Q1 2018 distribution of $0.2802 per share SAN JOSE, Calif., March 28, 2018 - 8point3 Energy

CAFD / 8point3 Energy Partners LP 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point

Financial Statements of Parrey Holding Company, LLC as of and for the periods ended December 31, 2017 and 2016.

EX-99.3 10 a8point3fy201710-kaexx993.htm EXHIBIT 99.3 Exhibit 99.3 Independent Auditors' Report Members Parrey Holding Company, LLC: We have audited the accompanying consolidated financial statements of Parrey Holding Company, LLC and Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, cha

CAFD / 8point3 Energy Partners LP 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Financial Statements of NS Solar Holdings, LLC as of and for the periods ended December 31, 2016 and 2015.

EX-99.6 13 a8point3fy201710-kaexx996.htm EXHIBIT 99.6 Exhibit 99.6 Report of Independent Auditors Members NS Solar Holdings, LLC We have audited the accompanying financial statements of NS Solar Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, changes in members' equity, and cash flows

Financial Statements of SG2 Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.

Exhibit 99.1 Independent Auditors' Report Members SG2 Holdings, LLC We have audited the accompanying financial statements of SG2 Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in members' equity, and cash flows for the years then ended, and the related notes to the consolidate

Financial Statements of Desert Stateline Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.

EX-99.4 11 a8point3fy201710-kaexx994.htm EXHIBIT 99.4 Exhibit 99.4 Independent Auditors' Report Members Desert Stateline Holdings, LLC We have audited the accompanying financial statements of Desert Stateline Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in members' equity, a

Financial Statements of SG2 Holdings, LLC as of and for the periods ended December 31, 2016 and 2015.

Exhibit 99.5 Independent Auditors' Report Members SG2 Holdings, LLC We have audited the accompanying financial statements of SG2 Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, changes in members' equity, and cash flows for the years then ended, and the related notes to the consolidate

Financial Statements of NS Solar Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.

Exhibit 99.2 Independent Auditors' Report Members NS Solar Holdings, LLC We have audited the accompanying financial statements of NS Solar Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of income, changes in members' equity, and cash flows for the years then ended, and the related notes to the c

CAFD / 8point3 Energy Partners LP PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

FSLR / First Solar, Inc. FORM DFAN14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

Other Events

Document 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 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File

CAFD / 8point3 Energy Partners LP / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* 8point3 Energy Partners LP (Name of Issuer) Class A Shares representing limited partner interests (Title of Class of Securities) 282539105 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box

CAFD / 8point3 Energy Partners LP / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* 8point3 Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 282539105 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

SPWR / SunPower Corp. 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

FSLR / First Solar, Inc. FORM DFAN14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pr

Company Name: 8point3 Energy Partners Company Ticker: CAFD US Date: 2018-02-05 Event Description: Business Update Call Market Cap: 1,093.80 Current PX: 13.83 YTD Change($): -1.38 YTD Change(%): -9.073 Bloomberg Estimates - EPS Current Quarter: 0.080

exhibit991transcript Company Name: 8point3 Energy Partners Company Ticker: CAFD US Date: 2018-02-05 Event Description: Business Update Call Market Cap: 1,093.

CAFD / 8point3 Energy Partners LP 8-K (Current Report)

Document 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 6, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File N

CAFD / 8point3 Energy Partners LP 8-K

Document 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 6, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File N

Transcript of conference call held on February 5, 2018

exhibit991transcript Company Name: 8point3 Energy Partners Company Ticker: CAFD US Date: 2018-02-05 Event Description: Business Update Call Market Cap: 1,093.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

Document 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 5, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File N

1CONFIDENTIAL | ©2015 8point3 Energy Partners©2018 8point3 Energy Partners ibdroot\Projects\IBD-NY\harpsichord2017\599292_1\Marketing Materials\04. Announcement Presentation\Project Leaf Announcement Presentation v05.pptx 8point3 Announces Sale to Ca

a8point3announcessale252 1CONFIDENTIAL | ?2015 8point3 Energy Partners?2018 8point3 Energy Partners ibdroot\Projects\IBD-NY\harpsichord2017\5992921\Marketing Materials\04.

CAFD / 8point3 Energy Partners LP 8-K

DEFA14A 1 a8point320520188-kdefa14a.htm 8-K 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 5, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or ot

Investor Presentation made available by 8point3 Energy Partners LP on February 5, 2018

a8point3announcessale252 1CONFIDENTIAL | ?2015 8point3 Energy Partners?2018 8point3 Energy Partners ibdroot\Projects\IBD-NY\harpsichord2017\5992921\Marketing Materials\04.

Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, by and among 8point3 Energy Partners LP, 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Solar CEI, LLC, 8point3 Co-Invest Feeder 1, LLC, 8point3 Co-Invest Feeder 2, LLC, CD Clean Energy and Infrastructure V JV (Holdco), LLC, 8point3 Partnership Merger Sub, LLC, 8point3 OpCo Merger Sub 1, LLC and 8point3 OpCo Merger Sub 2, LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT by and among 8POINT3 ENERGY PARTNERS LP, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC, 8POINT3 SOLAR CEI, LLC, 8POINT3 CO-INVEST FEEDER 1, LLC, 8POINT3 CO-INVEST FEEDER 2, LLC, CD CLEAN ENERGY AND INFRASTRUCTURE V JV (HOLDCO), LLC, 8POINT3 PARTNERSHIP MERGER SUB, LLC, 8POINT3 OPCO MERGER S

Support Agreement, dated as of February 5, 2018, by and among First Solar, Inc., SunPower Corporation, 8point3 Solar CEI, LLC, 8point3 Co-Invest Feeder 1, LLC, 8point3 Co-Invest Feeder 2, LLC, CD Clean Energy and Infrastructure V JV (Holdco), LLC, 8point3 Partnership Merger Sub, LLC, 8point3 OpCo Merger Sub 1, LLC and 8point3 OpCo Merger Sub 2, LLC.

Exhibit 99.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of February 5, 2018, is entered into by and among First Solar, Inc., a Delaware corporation (?First Solar?), SunPower Corporation, a Delaware corporation (?SunPower? and, together with First Solar, the ?Sponsors?), 8point3 Solar CEI, LLC, a Delaware limited liability company (?8point3 Solar?), 8point3 Co-Invest Feed

Press Release, dated February 5, 2018.

Exhibit 99.1 Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 650-223-9132 [email protected] 8point3 Enters into a Definitive Agreement to be Acquired by Capital Dynamics Announces Fourth Quarter and Fiscal Year 2017 Results SAN JOSE, CA, February 5, 2018 - 8point3 Energy Partners LP (NASDAQ:CAFD) (?8point3? or the ?Partnership?) today announc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Agreement and Plan of Merger and Purchase Agreement, dated as of February 5, 2018, by and among 8point3 Energy Partners LP, 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Solar CEI, LLC, 8point3 Co-Invest Feeder 1, LLC, 8point3 Co-Invest Feeder 2, LLC, CD Clean Energy and Infrastructure V JV (Holdco), LLC, 8point3 Partnership Merger Sub, LLC, 8point3 OpCo Merger Sub 1, LLC and 8point3 OpCo Merger Sub 2, LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT by and among 8POINT3 ENERGY PARTNERS LP, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC, 8POINT3 SOLAR CEI, LLC, 8POINT3 CO-INVEST FEEDER 1, LLC, 8POINT3 CO-INVEST FEEDER 2, LLC, CD CLEAN ENERGY AND INFRASTRUCTURE V JV (HOLDCO), LLC, 8POINT3 PARTNERSHIP MERGER SUB, LLC, 8POINT3 OPCO MERGER S

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 a8point32520188-k.htm 8-K 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 5, 2018 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdic

CAFD / 8point3 Energy Partners LP 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point3 Energy

SUPPORT AGREEMENT

Exhibit 99.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this ?Agreement?), dated as of February 5, 2018, is entered into by and among First Solar, Inc., a Delaware corporation (?First Solar?), SunPower Corporation, a Delaware corporation (?SunPower? and, together with First Solar, the ?Sponsors?), 8point3 Solar CEI, LLC, a Delaware limited liability company (?8point3 Solar?), 8point3 Co-Invest Feed

List of Subsidiaries.

Exhibit 21 Subsidiaries of 8point3 Energy Partners LP Entity Name Jurisdiction 8point3 OpCo Henrietta Holdings, LLC Delaware 8point3 OpCo Holdings, LLC Delaware 8point3 OpCo Stateline Holdings, LLC Delaware 8point3 Operating Company, LLC Delaware FSAM DS Holdings, LLC Delaware FSAM Kingbird Solar Holdings, LLC Delaware FSAM Lost Hills Blackwell Holdings, LLC Delaware FSAM NS Holdings, LLC Delaware

8point3 Enters into a Definitive Agreement to be Acquired by Capital Dynamics Announces Fourth Quarter and Fiscal Year 2017 Results

Exhibit 99.1 Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 650-223-9132 [email protected] 8point3 Enters into a Definitive Agreement to be Acquired by Capital Dynamics Announces Fourth Quarter and Fiscal Year 2017 Results SAN JOSE, CA, February 5, 2018 - 8point3 Energy Partners LP (NASDAQ:CAFD) (?8point3? or the ?Partnership?) today announc

CAFD / 8point3 Energy Partners LP / VANGUARD EXPLORER FUND Passive Investment

atepoint3energypartnerslp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:2 )* Name of issuer: 8Point3 Energy Partners LP Title of Class of Securities: Common Stock CUSIP Number: 282539105 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the

8point3 Energy Partners Reports Third Quarter 2017 Results Partnership Raises 2017 Financial Guidance Increased Third Quarter Distribution by 3.0 percent over Second Quarter Distribution

Exhibit Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 650-223-9132 [email protected] 8point3 Energy Partners Reports Third Quarter 2017 Results Partnership Raises 2017 Financial Guidance Increased Third Quarter Distribution by 3.0 percent over Second Quarter Distribution SAN JOSE, Calif., October 4, 2017 - 8point3 Ene

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): October 4, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point3 Energy Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 47-3298142 (State or other jurisdiction of incorporation or organization) (I.

Other Events

Document 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): August 22, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Nu

Other Events

Document 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): August 17, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Nu

Other Events

Document 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): July 27, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Numb

Other Events

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): July 13, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Number) (I.R.

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): June 29, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Numb

8point3 Energy Partners Reports Second Quarter 2017 Results Increased Second Quarter Distribution by 3.0 percent over First Quarter Distribution

EX-99.1 2 exhibit9918point362920178.htm EXHIBIT 99.1 Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Second Quarter 2017 Results Increased Second Quarter Distribution by 3.0 percent over First Quarter Distribution SAN JOSE, Calif., June 29, 2017 - 8point3 En

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point3 Energy Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 47-3298142 (State or other jurisdiction of incorporation or organization) (I.

Amendment No. 7 to Amended and Restated Omnibus Agreement dated June 9, 2017, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

Exhibit Exhibit 10.1 AMENDMENT NO. 7 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 7 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this ? Amendment ?), dated as of June 9, 2017, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ? Operating Company ?), 8point3 General Partner, LLC, a Delaware limited liability company (the ? YieldCo

Letter Agreement dated June 9, 2017, by and between 8point3 Operating Company, LLC and SunPower Corporation

EX-2.1 2 exhibit218point36920178-k.htm EXHIBIT 2.1 Exhibit 2.1 June 9, 2017 8point3 Operating Company, LLC c/o 8point3 General Partner, LLC 77 Rio Robles San Jose, California 95134 Ladies and Gentlemen: Reference is made to that certain Purchase, Sale and Contribution Agreement, dated as of January 26, 2016 (as amended, the “Purchase Agreement”), between SunPower Corporation, a Delaware corporatio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document 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): June 9, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission File Numbe

Amendment No. 2 to Management Services Agreement dated January 20, 2017, by and among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, 8point3 General Partner, LLC, 8point3 Holding Company, LLC and SunPower Capital Services, LLC

Exhibit 10.1 AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT This AMENDMENT NO. 2 TO MANAGEMENT SERVICES AGREEMENT (this “Amendment”), dated as of January 20, 2017 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the “ YieldCo General Partner ”), 8point3 Energy Partners LP, a Delaware limited partnership (the “ Partnership ”), 8point3 Opera

8point3 Energy Partners LP 10-Q (Quarterly Report)

cafd-10q20170228.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

cafd-8k20170405.htm 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): April 5, 2017 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorpo

8point3 Energy Partners Reports First Quarter 2017 Results Sponsors Considering Alternatives for their Partnership Interests Increased First Quarter Distribution by 3.0 percent over Fourth Quarter Distribution

cafd-ex9918.htm Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports First Quarter 2017 Results Sponsors Considering Alternatives for their Partnership Interests Increased First Quarter Distribution by 3.0 percent over Fourth Quarter Distribution SAN JOSE, Calif.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

cafd-8k20170317.htm 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): March 17, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of incorp

CAFD / 8point3 Energy Partners LP 10-K/A - Annual Report - 10-K/A

i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Report of Independent Auditors

Exhibit 99.1 Report of Independent Auditors Members SG2 Holdings, LLC We have audited the accompanying financial statements of SG2 Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, changes in members' equity, and cash flows for the years then ended, and the related notes to the consolida

Report of Independent Auditors

Exhibit 99.2 Report of Independent Auditors Members NS Solar Holdings, LLC We have audited the accompanying financial statements of NS Solar Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of income, changes in members' equity, and cash flows for the year ended December 31, 2016 and for the perio

Third Amendment to Purchase, Sale and Contribution Agreement dated February 24, 2016, by and between SunPower Corporation and 8point3 Operating Company, LLC

cafd-ex217.htm Exhibit 2.1 THIRD AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT THIS THIRD AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the ?Amendment?), dated as of February 24, 2017 (the ?Execution Date?), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Purchaser?) and SunPower Corporation, a Delaware corporation (?Parent? and, togethe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

cafd-8k20170224.htm 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 24, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commi

Amendment No. 6 to Amended and Restated Omnibus Agreement dated February 24, 2017, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex1016.htm Exhibit 10.1 AMENDMENT NO. 6 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 6 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this ?Amendment?), dated as of February 24, 2017 and, solely with respect to Sections 1.02(a) and 1.02(b), effective as of March 4, 2017, which effectiveness shall be retroactive from February 24, 2017, is made and entered into among 8point3 Operati

Second Amendment and Waiver to the Right of First Offer Agreement dated February 13, 2017, by and between 8point3 Operating Company, LLC and SunPower Corporation.

cafd-ex1016.htm Exhibit 10.1 SECOND AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENT This Second Amendment and Waiver to the Right of First Offer Agreement, dated as of February 13, 2017 (this ?Waiver Agreement?), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), and SunPower Corporation, a Delaware corpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

cafd-8k20170213.htm 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 13, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 2016 8point3 Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 1, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of incorporation) (Commis

CAFD / 8point3 Energy Partners LP / Oceanic Investment Management LTD - 8POINT3 ENERGY PARTNERS LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 8point3 Energy Partners LP (together with its subsidiaries, the ?Partnership?) recently acquired interests in two solar generating facilities from SunPower Corporation (?SunPower?) and First Solar, Inc. (?First Solar?), which are both operated by, and under the control of, Southern Company (?Southern?). On September 29, 2

Report of Independent Auditors

Exhibit 99.3 Report of Independent Auditors Members Desert Stateline Holdings, LLC We have audited the accompanying financial statements of Desert Stateline Holdings, LLC and Subsidiary, which comprise the consolidated balance sheets as of November 30, 2016 and December 31, 2015, and the related consolidated statements of income, changes in members' equity, and cash flows for the period from Janua

Parrey, LLC Financial Statements (Unaudited) As of July 3, 2016 and for the three and six months ended July 3, 2016 and June 28, 2015 Parrey, LLC Financial Statements (Unaudited) As of July 3, 2016 and for the three and six months ended July 3, 2016

Exhibit 99.2 Parrey, LLC Financial Statements (Unaudited) As of July 3, 2016 and for the three and six months ended July 3, 2016 and June 28, 2015 Parrey, LLC Financial Statements (Unaudited) As of July 3, 2016 and for the three and six months ended July 3, 2016 and June 28, 2015 Table of Contents Page Balance Sheets 1 Statements of Operations 2 Statements of Changes in Member’s Equity 3 Statement

Parrey, LLC Financial Statements January 3, 2016 and December 28, 2014 (With Independent Auditors’ Report Thereon) Parrey, LLC Financial Statements January 3, 2016 and December 28, 2014 Table of Contents

Exhibit 99.1 Parrey, LLC Financial Statements January 3, 2016 and December 28, 2014 (With Independent Auditors’ Report Thereon) Parrey, LLC Financial Statements January 3, 2016 and December 28, 2014 Table of Contents Page Independent Auditors’ Report 1 Balance Sheets 2 Statements of Operations 3 Statements of Changes in Member’s Equity 4 Statements of Cash Flows 5 Notes to Financial Statements 6 I

CAFD / 8point3 Energy Partners LP / VANGUARD EXPLORER FUND Passive Investment

eightpoint3energypartnerslp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: 8Point3 Energy Partners LP Title of Class of Securities: Common Stock CUSIP Number: 282539105 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check th

CAFD / 8point3 Energy Partners LP / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment

Blu Giant, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 8Point3 Energy Partners LP (Name of Issuer) Class A Shares (Title of Class of Securities) 282539105 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

8point3 Energy Partners SEC SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* 8point3 Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 282539105 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Class A Shares Representing Limited Partner Interests Having an Aggregate Offering Price of up to $125,000,000

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-212366 PROSPECTUS SUPPLEMENT (To Prospectus dated September 1, 2016) Class A Shares Representing Limited Partner Interests Having an Aggregate Offering Price of up to $125,000,000 We have entered into an equity distribution agreement with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): January 30, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission (I.R.S

8POINT3 ENERGY PARTNERS LP Class A shares Representing Limited Partner Interests Having an Aggregate Offering Price of up to Equity Distribution Agreement

EX-1.1 Exhibit 1.1 8POINT3 ENERGY PARTNERS LP Class A shares Representing Limited Partner Interests Having an Aggregate Offering Price of up to $125,000,000 Equity Distribution Agreement January 30, 2017 Goldman, Sachs & Co. 200 West Street New York, New York 10282 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Mizuho Securities USA Inc. 320 Park Avenue

8point3 Energy Partners LP CAFD-10K-20161130 (Annual Report)

cafd-10k20161130.htm i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

8point3 Energy Partners LP 8-K (Current Report/Significant Event)

cafd-8k20170126.htm 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): January 26, 2017 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Inco

8point3 Energy Partners Reports Fourth Quarter 2016 Results Completed Acquisition of SunPower’s 49 Percent Stake in 102-MW Henrietta Project Completed Acquisition of First Solar’s 34 Percent Stake in 300-MW Stateline Project on December 1, 2016 Incre

cafd-ex9916.htm Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Fourth Quarter 2016 Results Completed Acquisition of SunPower?s 49 Percent Stake in 102-MW Henrietta Project Completed Acquisition of First Solar?s 34 Percent Stake in 300-MW Stateline Project o

Subsidiaries of 8point3 Energy Partners LP

Exhibit 21 Subsidiaries of 8point3 Energy Partners LP Entity Name Jurisdiction 8point3 OpCo Henrietta Holdings, LLC Delaware 8point3 OpCo Holdings, LLC Delaware 8point3 OpCo Stateline Holdings, LLC Delaware 8point3 Operating Company, LLC Delaware FSAM Kingbird Solar Holdings, LLC Delaware FSAM Lost Hills Blackwell Holdings, LLC Delaware FSAM NS Holdings, LLC Delaware FSAM SG2 Holdings, LLC Delawar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

cafd-8k20170103.htm 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): January 3, 2017 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of incor

Amendment No. 5 to Amended and Restated Omnibus Agreement dated December 1, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex10211.htm Exhibit 10.2 AMENDMENT NO. 5 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 5 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of December 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “

Promissory Note dated as of December 1, 2016

cafd-ex10310.htm Exhibit 10.3 THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF CERTAIN OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THAT CERTAIN SUBORDINATION AGREEMENT DATED DECEMBER 1, 2016, BETWEEN FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND CREDI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

cafd-8k20161130.htm 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): November 30, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of inc

Second Amendment to Purchase, Sale and Contribution Agreement dated November 30, 2016, by and between SunPower Corporation and 8point3 Operating Company, LLC

EX-2.1 2 cafd-ex2113.htm EX-2.1 Exhibit 2.1 second AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT THIS SECOND AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Amendment”), dated as of November 30, 2016 (the “Execution Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Purchaser”) and SunPower Corporation, a Delaware corporation (“P

Amendment No. 4 to Amended and Restated Omnibus Agreement dated November 30, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex10112.htm Exhibit 10.1 AMENDMENT NO. 4 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 4 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this ?Amendment?), dated as of November 30, 2016, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the

Purchase and Sale Agreement dated November 11, 2016 by and among First Solar Asset Management, LLC, 8point3 Operating Company, LLC and First Solar, Inc.

cafd-ex216.htm Exhibit 2.1 PURCHASE AND SALE AGREEMENT BY AND AMONG FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND FIRST SOLAR, INC. Dated as of November 11, 2016 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction; Interpretation 14 Article II PURCHASE AND SALE OF COMPANY INTERESTS; CLOSING 16 Section 2.01 Purchase and Sale of Comp

8point3 Energy Partners Enters Into Agreement to Acquire 34 Percent Stake in 300-MW Stateline Solar Project

cafd-ex9917.htm Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Veronica Andrade 408-514-4075 [email protected] 8point3 Energy Partners Enters Into Agreement to Acquire 34 Percent Stake in 300-MW Stateline Solar Project SAN JOSE, Calif., Nov. 14, 2016 ? 8point3 Energy Partners (NASDAQ: CAFD) today announced that it has entered int

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

cafd-8k20161111.htm 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): November 11, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of inc

8point3 Energy Partners LP 10Q (Quarterly Report)

cafd-10q20160831.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

8point3 Energy Partners LP 8-K (Current Report/Significant Event)

cafd-8k20160928.htm 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): September 28, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of in

Amendment No. 3 to Amended and Restated Omnibus Agreement dated September 29, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex1016.htm Exhibit 10.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 3 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of September 29, 2016, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the

First Amendment to Purchase, Sale and Contribution Agreement dated September 28, 2016 by and between SunPower Corporation and 8point3 Operating Company, LLC

EX-2.1 2 cafd-ex217.htm EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Amendment”), dated as of September 28, 2016 (the “Execution Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Purchaser”) and SunPower Corporation, a Delaware corporation (“Par

Second Amendment and Consent to Credit and Guaranty Agreement dated September 30, 2016, among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, certain subsidiaries of 8point3 Operating Company, LLC, various lenders party thereto and Credit Agricole Corporate and Investment Bank, as administrative agent and collateral agent

EX-10.2 4 cafd-ex102151.htm EX-10.2 Exhibit 10.2 second AMENDMENT and incremental joinder agreement this second amendment and Incremental JOINDER AGREEMENT (this “Agreement”) is dated as of September 30, 2016 and is entered into by and among 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (“Partnership”),

First Amendment and Waiver to the Right of First Offer Agreement dated September 30, 2016, by and between 8point3 Operating Company, LLC and SunPower Corporation.

EX-10.3 5 cafd-ex103128.htm EX-10.3 Exhibit 10.3 FIRST AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENT This First Amendment and Waiver to the Right of First Offer Agreement, dated as of September 30, 2016 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and SunPower Corporation,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 22, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of incorporation) (Commis

8point3 Energy Partners LP (Delaware limited partnership) 7,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENT

cafd-ex116.htm Exhibit 1.1 8point3 Energy Partners LP (Delaware limited partnership) 7,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENT September 22, 2016 Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters One Bryant Park New York, New York 10036 Ladies and Gentlemen: 8point3 Energy Partners LP, a Delaware limited pa

7,000,000 Class A Shares Representing Limited Partner Interests

Filed Pursuant to Rule 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

Subject to Completion Preliminary Prospectus dated September 22, 2016

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-212366 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

cafd-8k20160920.htm 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): September 20, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of in

Contribution Agreement dated September 20, 2016 by and among SunPower AssetCo, LLC, 8point3 Operating Company, LLC and SunPower Corporation

cafd-ex216.htm Exhibit 2.1 CONTRIBUTION AGREEMENT BY AND AMONG SUNPOWER ASSETCO, LLC, 8POINT3 OPERATING COMPANY, LLC, AND SUNPOWER CORPORATION Dated as of September 20, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.01 Definitions 2 1.02 Construction; Interpretation 14 ARTICLE II CONTRIBUTION; CLOSING 15 2.01 Contribution 15 2.02 Recapitalization 16 2.03 Working Capital Adjustment 16 2.04 C

8point3 Energy Partners Enter Into Agreement to Acquire 49 Percent Stake in 102-MW Henrietta Solar Project

cafd-ex9917.htm Exhibit 99.1 Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Enter Into Agreement to Acquire 49 Percent Stake in 102-MW Henrietta Solar Project SAN JOSE, Calif., Sept. 20, 2016 ? 8point3 Energy Partners (NASDAQ: CAFD) today announced that it has entered into an

8point3 Energy Partners Reports Third Quarter 2016 Results Announced Agreement to Acquire SunPower’s 49 percent Minority Stake in 102-MW Henrietta Project Increased Third Quarter Distribution by 3.5 percent over Second Quarter

cafd-ex9918.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Third Quarter 2016 Results Announced Agreement to Acquire SunPower?s 49 percent Minority Stake in 102-MW Henrietta Project Increased Third Quarter Distribution by 3.5 perc

Financial Statements and Exhibits, Results of Operations and Financial Condition

cafd-8k20160920.htm 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): September 20, 2016 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of In

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

cafd-8k20160909.htm 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): September 9, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of inc

Amendment No. 2 to Amended and Restated Omnibus Agreement dated September 9, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex10114.htm Exhibit 10.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this ?Amendment?), dated as of September 9, 2016 and, solely with respect to Sections 1.02(a), 1.02(b), 1.02(c) and 1.02(d), effective as of September 22, 2016, which effectiveness shall be retroactive from September 9, 2016, is made and entered in

8point3 Energy Partners LP ESP

CORRESP 8point3 Energy Partners LP 77 Rio Robles San Jose, California 95134 August 30, 2016 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

8point3 Energy Partners LP S-3/A - AMENDMENT NO. 1

S-3/A - Amendment No. 1 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2016 Registration Statement No. 333-212366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 4

8point3 Energy Partners LP S-3/A - AMENDMENT NO. 1

S-3/A - Amendment No. 1 Table of Contents As filed with the Securities and Exchange Commission on August 24, 2016 Registration Statement No. 333-212366 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 4

8point3 Energy Partners LP ESP

CORRESP 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 August 24, 2016 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

8point3 Energy Partners LP ESP

CORRESP 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 August 24, 2016 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

8point3 Energy Partners LP ESP

SEC Response Letter 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 August 5, 2016 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

cafd-8k20160701.htm 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): July 1, 2016 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorpor

Amendment No. 1 to Amended and Restated Omnibus Agreement dated July 1, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex1016.htm Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED OMNIBUS AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this ?Amendment?), dated as of July 1, 2016 and, solely with respect to Sections 1.02(a) and 1.02(b), effective as of July 9, 2016, which effectiveness shall be retroactive from July 1, 2016, is made and entered into among 8point3 Operating Company,

8point3 Energy Partners LP S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on July 1, 2016 Registration Statement No.

CAFD / 8point3 Energy Partners LP 10-Q - Quarterly Report - 10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point3 Energy Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 47-3298142 ( State or other jurisdiction of incorporation or organization) (I.

8point3 Energy Partners Reports Second Quarter 2016 Results

cafd-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Second Quarter 2016 Results SAN JOSE, Calif., June 29, 2016 ? 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its second fiscal quarter end

Contribution Agreement dated June 29, 2016 by and among SunPower AssetCo, LLC, 8point3 Operating Company, LLC and SunPower Corporation

cafd-ex21157.htm Exhibit 2.1 CONTRIBUTION AGREEMENT BY AND AMONG SUNPOWER ASSETCO, LLC, 8POINT3 OPERATING COMPANY, LLC, AND SUNPOWER CORPORATION Dated as of June 29, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 1.01 Definitions 2 1.02 Construction; Interpretation 13 ARTICLE II CONTRIBUTION; CLOSING 14 2.01 Contribution 14 2.02 Recapitalization 15 2.03 Closing 15 2.04 Closing Deliveries of A

Amendment and Waiver No. 2 to Right of First Offer Agreement dated June 28, 2016, by and between 8point3 Operating Company, LLC and First Solar, Inc.

cafd-ex10192.htm Exhibit 10.1 AMENDMENT AND WAIVER NO. 2 TO RIGHT OF FIRST OFFER AGREEMENT This Amendment and Waiver No. 2 to the Right of First Offer Agreement, dated as of June 28, 2016 (this ?Waiver Agreement?), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), and First Solar, Inc., a Delaware corporation (th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cafd-8k20160628.htm 8K 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): June 28, 2016 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

cafd-8k20160627.htm 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): June 21, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorpo

Amended and Restated Omnibus Agreement dated April 6, 2016, by and among 8point3 Operating Company, LLC, 8point3 General Partner, LLC, 8point3 Holding Company, LLC, 8point3 Energy Partners LP, First Solar, Inc. and SunPower Corporation

cafd-ex1026.htm Exhibit 10.2 AMENDED AND RESTATED OMNIBUS AGREEMENT THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (this ?Agreement?) is made and entered into as of the 6th day of April, 2016 (the ?Execution Date?), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?Yield

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

cafd-8k20160401.htm 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): April 1, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorpo

First Amendment and Consent to Credit and Guaranty Agreement dated April 6, 2016, among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, certain subsidiaries of 8point3 Operating Company, LLC, various lenders party thereto and Credit Agricole Corporate and Investment Bank, as administrative agent and collateral agent

cafd-ex1037.htm Exhibit 10.3 FIRST AMENDMENT AND CONSENT TO CREDIT AND GUARANTY AGREEMENT THIS FIRST AMENDMENT AND CONSENT TO CREDIT AND GUARANTY AGREEMENT (this ?Agreement?) is dated as of April 6, 2016 and is entered into by and among 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (?Borrower??), the other Credit Parties party hereto, and the Lenders party hereto, and is mad

AMENDMENT NO. 5 OMNIBUS AGREEMENT

cafd-ex1018.htm Exhibit 10.1 AMENDMENT NO. 5 TO OMNIBUS AGREEMENT This AMENDMENT NO. 5 TO OMNIBUS AGREEMENT (this ?Amendment?), dated as of April 1, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding Com

8point3 Energy Partners LP 10-Q (Quarterly Report)

cafd-10q20160229.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

8point3 Energy Partners LP 8-K (Current Report/Significant Event)

cafd-8k20160406.htm 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): April 6, 2016 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorpo

8point3 Energy Partners Reports First Quarter 2016 Results

cafd-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports First Quarter 2016 Results SAN JOSE, Calif., April 6, 2016 ? 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its first fiscal quarter ended February 29, 20

8point3 Energy Partners Enters Into Agreements to Acquire Interests in 90 Megawatts of Solar Projects 50 MW Hooper Project and 40 MW Kingbird Project Expand 8point3’s Utility Portfolio Upon Closing; ROFO Portfolio Adjusted to Support the Partnership’

Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contacts: Natalie Wymer [email protected] 408-457-2348 8point3 Energy Partners Enters Into Agreements to Acquire Interests in 90 Megawatts of Solar Projects 50 MW Hooper Project and 40 MW Kingbird Project Expand 8point3?s Utility Portfolio Upon Closing; ROFO Portfolio Adjusted to Support the Partnership?s Targeted Long-Term Growth SAN JOSE, C

AMENDMENT NO. 4 OMNIBUS AGREEMENT

Exhibit 10.1 AMENDMENT NO. 4 TO OMNIBUS AGREEMENT This AMENDMENT NO. 4 TO OMNIBUS AGREEMENT (this ?Amendment?), dated as of March 31, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding Company, LLC, a De

Purchase and Sale Agreement dated March 31, 2016 by and among First Solar Asset Management, LLC, 8point3 Operating Company, LLC and First Solar, Inc.

Exhibit 2.1 PURCHASE AND SALE AGREEMENT BY AND AMONG FIRST SOLAR ASSET MANAGEMENT, LLC, 8POINT3 OPERATING COMPANY, LLC AND FIRST SOLAR, INC. Dated as of March 31, 2016 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Construction; Interpretation 15 Article II PURCHASE AND SALE OF COMPANY INTERESTS; CLOSING 16 Section 2.01 Purchase and Sale of Company Interests 16 S

Contribution Agreement dated March 31, 2016 by and among SunPower AssetCo, LLC, 8point3 Operating Company, LLC and SunPower Corporation

Exhibit 2.2 CONTRIBUTION AGREEMENT BY AND AMONG SUNPOWER ASSETCO, LLC, 8POINT3 OPERATING COMPANY, LLC, AND SUNPOWER CORPORATION Dated as of March 31, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.01 Definitions. 2 1.02 Construction; Interpretation. 15 ARTICLE II CONTRIBUTION; CLOSING 16 2.01 Contribution. 16 2.02 Recapitalization. 16 2.03 Closing. 16 2.04 Closing Deliveries of AssetCo. 16 2.05

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): March 28, 2016 8point3 Energy Par

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): March 28, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorporation) (Commission

Amendment and Waiver to the Right of First Offer Agreement dated March 28, 2016, by and between 8point3 Operating Company, LLC and First Solar, Inc.

Exhibit 10.2 AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENT This Amendment and Waiver to the Right of First Offer Agreement, dated as of March 28, 2016 (this ?Waiver Agreement?), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), and First Solar, Inc., a Delaware corporation (the ?Sponsor?). RECITALS WHERE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

cafd-10kta20151130.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from December 28, 2014 to November 30, 2015 Commission Fi

CAFD / 8point3 Energy Partners LP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) December 31, 2015 Date o

CAFD / 8point3 Energy Partners LP / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G Passive Investment

Blu Giant, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) 12/31/2015 (Date of Event which Requires Filing of this Statement) Check the appro

CAFD / 8point3 Energy Partners LP / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 8point3 Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 282539105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

CAFD / 8point3 Energy Partners LP / VANGUARD EXPLORER FUND Passive Investment

point83energypartners.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0)* Name of issuer: 8Point3 Energy Partners LP Title of Class of Securities: Ltd Part CUSIP Number: 282539105 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

i UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from December 28, 2014 to November 30, 2015 Commission File Number 001-37447 8point3 Energy Partne

AMENDMENT NO. 3 OMNIBUS AGREEMENT

cafd-ex1017.htm Exhibit 10.1 AMENDMENT NO. 3 TO OMNIBUS AGREEMENT This AMENDMENT NO. 3 TO OMNIBUS AGREEMENT (this “Amendment”), dated as of January 26, 2016 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding

8point3 Energy Partners Reports Fourth Quarter 2015 Results

cafd-ex9918.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Fourth Quarter 2015 Results SAN JOSE, Calif., Jan. 27, 2015 ? 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its fourth fiscal quarter ended Nov. 30, 2015

Purchase, Sale and Contribution Agreement dated January 26, 2016 by and between SunPower Corporation and 8point3 Operating Company, LLC

cafd-ex216.htm Exhibit 2.1 PURCHASE, SALE AND CONTRIBUTION AGREEMENT BY AND BETWEEN SUNPOWER CORPORATION AND 8point3 OPERATING COMPANY, LLC Dated as of January 26, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 1.01 Definitions. 2 1.02 Construction; Interpretation. 16 ARTICLE II PURCHASE AND SALE OF COMPANY INTERESTS; CONTRIBUTIONS 18 2.01 Purchase and Sale of Company Interests. 18 2.02 Contributi

8point3 Energy Partners 8-K (Current Report/Significant Event)

cafd-8k20160127.htm 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): January 27, 2016 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Inco

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): January 26, 2016 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incorporation) (Commissi

8point3 Energy Partners and Wells Fargo Acquire Kern High School District’s 22-Megawatts of SunPower® Solar Power Systems First Drop-Down Transaction by 8point3 Energy Partners; Construction Underway on Largest Contracted Solar Commitment by a U.S. S

EX-99.1 4 cafd-ex9918.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Media Contacts: Natalie Wymer [email protected] 408-457-2348 LaTrina Shepherd [email protected] 312-630-2315 8point3 Energy Partners and Wells Fargo Acquire Kern High School District’s 22-Megawatts of SunPower® Solar Power Systems First Drop-Down Transaction by 8point3 Energy Partners; Construction Un

CAFD / 8point3 Energy Partners LP / Oceanic Investment Management LTD - 8POINT3 ENERGY PARTNERS LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) January 21, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

CAFD / 8point3 Energy Partners LP / Oceanic Investment Management LTD - 8POINT3 ENERGY PARTNERS LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) January 14, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to design

CAFD / 8point3 Energy Partners LP / Oceanic Investment Management LTD - OCEANIC INVESTMENT MANAGEMENT LTD. Passive Investment

SC 13G/A 1 p15-2363sc13ga.htm OCEANIC INVESTMENT MANAGEMENT LTD. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) December 14, 2015 (Date of Event Which Requ

8point3 Energy Partners Announces Update to Initial Project Portfolio All Projects in IPO Portfolio Achieved Commercial Operation by November 30, 2015

cafd-ex9916.htm Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Announces Update to Initial Project Portfolio All Projects in IPO Portfolio Achieved Commercial Operation by November 30, 2015 SAN JOSE, Calif., Dec. 7, 2015 ? 8point3 Energy Partners LP (NASDAQ:

Financial Statements and Exhibits, Other Events

cafd-8k20151207.htm 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): December 7, 2015 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Inco

8point3 Energy Partners 8-K (Current Report/Significant Event)

cafd-8k20151130.htm 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): November 30, 2015 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Inc

AMENDMENT NO. 2 OMNIBUS AGREEMENT

cafd-ex10136.htm Exhibit 10.1 AMENDMENT NO. 2 TO OMNIBUS AGREEMENT This AMENDMENT NO. 2 TO OMNIBUS AGREEMENT (this ?Amendment?), dated as of November 30, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37447 8point3 Energy Partners LP (Exact Name of Registrant as Specified in its Charter) Delaware 47-3298142 ( State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Results of Operations and Financial Condition

cafd-8k20150930.htm 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): September 30, 2015 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of In

8point3 Energy Partners Reports Third Quarter 2015 Results

EX-99.1 2 cafd-ex99111.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Investors Bob Okunski 408-240-5447 [email protected] Media Natalie Wymer 408-457-2348 [email protected] 8point3 Energy Partners Reports Third Quarter 2015 Results SAN JOSE, Calif., Sept. 30, 2015 – 8point3 Energy Partners LP (NASDAQ: CAFD) today announced financial results for its third fiscal quarter e

Amendment No. 1 to Management Services Agreement dated August 11, 2015, by and among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, 8point3 General Partner, LLC, 8point3 Holding Company, LLC and SunPower Capital Services, LLC

cafd-ex1038.htm Exhibit 10.3 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this ?Amendment?), dated as of August 11, 2015 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), 8p

AMENDMENT NO. 1 OMNIBUS AGREEMENT

cafd-ex1016.htm Exhibit 10.1 AMENDMENT NO. 1 TO OMNIBUS AGREEMENT This AMENDMENT NO. 1 TO OMNIBUS AGREEMENT (this ?Amendment?), dated as of August 11, 2015 is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding C

8point3 Energy Partners 8-K (Current Report/Significant Event)

cafd-8k20150811.htm 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): August 11, 2015 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incor

Amendment No. 1 to Management Services Agreement dated August 11, 2015, by and among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, 8point3 General Partner, LLC, 8point3 Holding Company, LLC and First Solar 8point3 Management Services, LLC

cafd-ex1027.htm Exhibit 10.2 AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT This AMENDMENT NO. 1 TO MANAGEMENT SERVICES AGREEMENT (this ?Amendment?), dated as of August 11, 2015 is made and entered into by and among 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), 8p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 cafd-10q20150628.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

Current Report

cafd-8k20150805.htm 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): August 11, 2015 8point3 Energy Partners LP (Exact name of Registrant as Specified in Its Charter) Delaware 1-37447 47-3298142 (State or Other Jurisdiction of Incor

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 14, 2015 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission (I.R.S. Employer o

8point3 energy partners

EX-99.1 Exhibit 99.1 8point3 energy partners Company Overview July 2015 ?2015 8point3 Energy Partners Disclaimer Cautionary Statement Regarding Forward-Looking Statements This presentation and the oral statements made in connection therewith contain ?forward-looking statements.? All statements, other than statements of historical fact, regarding the Partnership?s strategy, future operations, finan

8point3 Energy Partners S-8

S-8 As filed with the Securities and Exchange Commission on July 14, 2015 Registration No.

DIRECTOR UNRESTRICTED SHARE AGREEMENT

EX-4.4 Exhibit 4.4 DIRECTOR UNRESTRICTED SHARE AGREEMENT THIS AGREEMENT is made as of [?], 20[?] and effective as of [?], 20[?] (the ?Grant Date?) between 8point3 General Partner, LLC, a Delaware limited liability company (the ?Company?), general partner of 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and (?Recipient?). The Company has adopted the 8point3 General

CAFD / 8point3 Energy Partners LP / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 8point3 Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 282539105 (CUSIP Number) June 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Right of First Offer Agreement dated June 24, 2015, by and between 8point3 Operating Company, LLC and SunPower Corporation

Exhibit 10.4 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this ?Agreement?) is made and entered into as of the 24th day of June, 2015 (the ?Effective Date?), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?) and SunPower Corporation, a Delaware corporation (the ?Sponsor?), each a ?Party? and, collectively, the ?Part

Equity Purchase Agreement dated June 24, 2015, by and between 8point3 Energy Partners LP and 8point3 Operating Company, LLC

Exhibit 10.10 This EQUITY PURCHASE AGREEMENT (this ?Agreement?), dated as of June 24, 2015, is by and between 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?). RECITALS WHEREAS, in connection with the proposed initial public offering of Class A Shares of the Partnership

Management Services Agreement dated June 24, 2015, by and among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, 8point3 General Partner, LLC, 8point3 Holding Company, LLC and SunPower Capital Services, LLC

Exhibit 10.7 MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC AND SUNPOWER CAPITAL SERVICES, LLC Dated as of June 24, 2015 TABLE OF CONTENTS ARTICLE I INTERPRETATION 1 1.1 Definitions 1 1.2 Construction; Interpretation 6 1.3 Actions by the Service Provider or the Service Recipients 7 AR

Amended and Restated Limited Liability Company Agreement of 8point3 Operating Company, LLC dated June 24, 2015

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 OPERATING COMPANY, LLC A Delaware Limited Liability Company Dated as of June 24, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 21 ARTICLE II ORGANIZATION 21 Section 2.1 Formation 21 Section 2.2 Name 21 Section 2.3 Registered Office; Registered Agent; Princ

Contribution, Conveyance, Assignment and Assumption Agreement dated June 24, 2015, by and among First Solar 8point3 Holdings, LLC, Maryland Solar Holdings, Inc., SunPower YC Holdings, LLC, 8point3 Energy Partners LP and 8point3 Operating Company, LLC

Exhibit 10.1 CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT This Contribution, Conveyance, Assignment and Assumption Agreement, dated as of June 24, 2015 (this ?Agreement?), is entered into by and among First Solar 8point3 Holdings, LLC, a Delaware limited liability company (?FS Holdings Member?), Maryland Solar Holdings, Inc., a Delaware corporation (?MD Solar Holdings?), SunPower

Amended and Restated Limited Liability Company Agreement of 8point3 General Partner, LLC dated June 24, 2015

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 GENERAL PARTNER, LLC A Delaware Limited Liability Company Dated as of June 24, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 12 ARTICLE II ORGANIZATION 12 Section 2.1 Formation 12 Section 2.2 Name 13 Section 2.3 Registered Office; Registered Agent; Princip

Right of First Offer Agreement dated June 24, 2015, by and between 8point3 Operating Company, LLC and First Solar, Inc.

Exhibit 10.3 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this ?Agreement?) is made and entered into as of the 24th day of June, 2015 (the ?Effective Date?), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?) and First Solar, Inc., a Delaware corporation (the ?Sponsor?), each a ?Party? and, collectively, the ?Parties

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): June 24, 2015 8point3 Energy Part

8-K 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): June 24, 2015 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction (Commission (I.R.S. Employ

OMNIBUS AGREEMENT

Exhibit 10.2 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT (this ?Agreement?) is made and entered into as of the 24th day of June, 2015 (the ?Effective Date?), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding Company, LLC, a Dela

Management Services Agreement dated June 24, 2015, by and among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, 8point3 General Partner, LLC, 8point3 Holding Company, LLC and First Solar 8point3 Management Services, LLC

Exhibit 10.6 MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC AND FIRST SOLAR 8POINT3 MANAGEMENT SERVICES, LLC Dated as of June 24, 2015 TABLE OF CONTENTS ARTICLE I INTERPRETATION 1 1.1 Definitions 1 1.2 Construction; Interpretation 6 1.3 Actions by the Service Provider or the Service R

Amended and Restated Agreement of Limited Partnership of 8point3 Energy Partners LP dated June 24, 2015

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF 8POINT3 ENERGY PARTNERS LP A Delaware Limited Partnership Dated as of June 24, 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 9 ARTICLE II ORGANIZATION 9 Section 2.1 Formation 9 Section 2.2 Name 9 Section 2.3 Registered Office; Registered Agent; Principal Office; Othe

Registration Rights Agreement dated June 24, 2015, by and among 8point3 Energy Partners LP, First Solar 8point3 Holdings, LLC and SunPower YC Holdings, LLC

Exhibit 10.9 8POINT3 ENERGY PARTNERS LP REGISTRATION RIGHTS AGREEMENT June 24, 2015 TABLE OF CONTENTS Section Title Page Section 1. Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registrations 9 Section 4. Lock-Up Agreements 11 Section 5. Registration Procedures 11 Section 6. Registration Expenses 15 Section 7. Indemnification and Contribution 16 Section 8. Underwritten Offer

8point3 General Partner, LLC Long-Term Incentive Plan

Exhibit 10.5 8POINT3 GENERAL PARTNER, LLC LONG-TERM INCENTIVE PLAN 1. Purpose of the Plan. The 8point3 General Partner, LLC Long-Term Incentive Plan (the ?Plan?) has been adopted by 8point3 General Partner, LLC, a Delaware limited liability company (the ?Company?), the general partner of 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and is intended to promote the

Exchange Agreement dated June 24, 2015, by and among SunPower YC Holdings, LLC, First Solar 8point3 Holdings, LLC, 8point3 Operating Company, LLC, 8point3 General Partner, LLC and 8point3 Energy Partners LP

Exhibit 10.8 EXCHANGE AGREEMENT BY AND AMONG SUNPOWER YC HOLDINGS, LLC FIRST SOLAR 8POINT3 HOLDINGS, LLC 8POINT3 OPERATING COMPANY, LLC 8POINT3 GENERAL PARTNER, LLC and 8POINT3 ENERGY PARTNERS LP Dated as of June 24, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Gender 4 Article II EXCHANGE 4 Section 2.1 Redemption and Purchase Rights 4 Section 2.2 Expir

CAFD / 8point3 Energy Partners LP / CITADEL ADVISORS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* 8point3 Energy Partners LP (Name of Issuer) Class A shares representing limited partnership interests (Title of Class of Securities) 282539105 (CUSIP Number) June 19, 2015 Date of Even

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A shares representing limited partnership interests of 8point3 Energy Partners LP, a Delaware limited partnership, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exch

Form of Indemnification Agreement

EX-10.1 Exhibit 10.1 8POINT3 ENERGY PARTNERS LP INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is entered into as of June 18, 2015 (the ?Effective Date?), by and among 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), 8point3 General Partner, LLC, a Delaware limited liability company and the general partner of the Partnership (the ?Company

8point3 Energy Partners LP Class A Shares Representing Limited Partner Interests Underwriting Agreement

EX-1.1 Exhibit 1.1 8point3 Energy Partners LP Class A Shares Representing Limited Partner Interests Underwriting Agreement June 18, 2015 Goldman, Sachs & Co., Citigroup Global Markets Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282-2198 Ladies and Gentlemen: 8point3 Energy Partners LP, a Delaware lim

8point3 Energy Partners FORM 8-K (Current Report/Significant Event)

Form 8-K 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): June 18, 2015 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 1-37447 47-3298142 (State or other jurisdiction of incorporation) (Co

20,000,000 Class A Shares Representing Limited Partner Interests

424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-202634 PROSPECTUS 20,000,000 Class A Shares Representing Limited Partner Interests This is the initial public offering of Class A shares representing limited partner interests of 8point3 Energy Partners LP. We are selling 20,000,000 Class A shares. The initial public offering price will be $21.00 per Class A share. Curre

8point3 Energy Partners ESP

Correspondence June 16, 2015 Mara L. Ransom Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: 8point3 Energy Partners LP (the ?Partnership?) Registration Statement on Form S-1 (File No. 333-202634) Ladies and Gentlemen: Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act o

8point3 Energy Partners ESP

Corresp 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 June 16, 2015 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

8point3 Energy Partners S-1/A

S-1/A As filed with the Securities and Exchange Commission on June 16, 2015 Registration No.

8point3 Energy Partners ESP

Correspondence 8point3 Energy Partners LP 77 Rio Robles San Jose, California 95134 June 16, 2015 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

8point3 Energy Partners FORM 8-A12B

FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 8point3 Energy Partners LP (Exact name of registrant as specified in its charter) Delaware 47-3298142 (State of incorporation or organization) (I.R.S. Employer Identification No.) 77 Ri

As filed with the Securities and Exchange Commission on June 10, 2015

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 10, 2015 Registration No.

OMNIBUS AGREEMENT

EX-10.3 Exhibit 10.3 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT (this ?Agreement?) is made and entered into as of the [ ] day of June, 2015 (the ?Effective Date?), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding Company, LLC,

CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION

EX-10.1 3 d876955dex101.htm EX-10.1 Exhibit 10.1 CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT This Contribution, Conveyance, Assignment and Assumption Agreement, dated as of [●], 2015 (this “Agreement”), is entered into by and among First Solar 8point3 Holdings, LLC, a Delaware limited liability company (“FS Holdings Member”), Maryland Solar Holdings, Inc., a Delaware corporation

Credit and Guaranty Agreement dated as of June 5, 2015, among 8point3 Operating Company, LLC, 8point3 Energy Partners LP, certain subsidiaries of 8point3 Operating Company, LLC, various lenders party thereto and Credit Agricole Corporate and Investment Bank, as administrative agent and collateral agent

EX-10.6 Exhibit 10.6 CREDIT AND GUARANTY AGREEMENT dated as of June 5, 2015 among 8POINT3 OPERATING COMPANY, LLC, as Borrower, 8POINT3 ENERGY PARTNERS LP, as the Partnership, CERTAIN SUBSIDIARIES OF 8POINT3 OPERATING COMPANY, LLC, as Guarantors, VARIOUS LENDERS, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent and Collateral Agent, and CREDIT AGRICOLE CORPORATE AND INVESTMENT

8point3 Energy Partners S-1/A

S-1/A As filed with the Securities and Exchange Commission on June 9, 2015 Registration No.

8point3 Energy Partners LP Class A Shares Representing Limited Partner Interests Underwriting Agreement

EX-1.1 Exhibit 1.1 8point3 Energy Partners LP Class A Shares Representing Limited Partner Interests Underwriting Agreement [?], 2015 Goldman, Sachs & Co., Citigroup Global Markets Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282-2198 Ladies and Gentlemen: 8point3 Energy Partners LP, a Delaware limited

8point3 Energy Partners ESP

CORRESP ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON Jonathan D. Bobinger TEL: 713.229.1352 FAX: 713.229.2752 [email protected] June 8, 2015 United States Securities and Exchange Commission 100 F St

8point3 Energy Partners ESP

CORRESP 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 June 4, 2015 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

Consent of Director Nominee

Exhibit 23.8 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of 8point3 Energy Partners LP, the undersigned hereby consents to being named and described as a director nominee of 8point3 General Partner, LLC in the

As filed with the Securities and Exchange Commission on June 4, 2015

S-1/A 1 d876955ds1a.htm S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 4, 2015 Registration No. 333-202634 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 8point3 Energy Partners LP (Exact Name of Registrant as Specified in

Subsidiaries of 8point3 Energy Partners LP Entity Name Jurisdiction 8point3 Operating Company, LLC Delaware FSAM Lost Hills Blackwell Holdings, LLC Delaware FSAM NS Holdings, LLC Delaware FSAM SG2 Holdings, LLC Delaware Maryland Solar LLC Delaware So

EX-21 Exhibit 21 Subsidiaries of 8point3 Energy Partners LP Entity Name Jurisdiction 8point3 Operating Company, LLC Delaware FSAM Lost Hills Blackwell Holdings, LLC Delaware FSAM NS Holdings, LLC Delaware FSAM SG2 Holdings, LLC Delaware Maryland Solar LLC Delaware Solar Star California XIII, LLC Delaware Solar Star California XIII Parent, LLC Delaware Solar Star California XXX, LLC Delaware Solar

8POINT3 GENERAL PARTNER, LLC LONG-TERM INCENTIVE PLAN

Exhibit 10.7 8POINT3 GENERAL PARTNER, LLC LONG-TERM INCENTIVE PLAN 1. Purpose of the Plan. The 8point3 General Partner, LLC Long-Term Incentive Plan (the ?Plan?) has been adopted by 8point3 General Partner, LLC, a Delaware limited liability company (the ?Company?), the general partner of 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and is intended to promote the

Consent of Director Nominee

EX-23.9 Exhibit 23.9 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of 8point3 Energy Partners LP, the undersigned hereby consents to being named and described as a director nominee of 8point3 General Partner, LL

Consent of Director Nominee

EX-23.7 Exhibit 23.7 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of 8point3 Energy Partners LP, the undersigned hereby consents to being named and described as a director nominee of 8point3 General Partner, LL

Consent of Director Nominee

EX-23.10 Exhibit 23.10 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of 8point3 Energy Partners LP, the undersigned hereby consents to being named and described as a director nominee of 8point3 General Partner,

As filed with the Securities and Exchange Commission on May 19, 2015

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on May 19, 2015 Registration No.

8point3 Energy Partners ESP

Correspondence 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 May 19, 2015 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

EXCHANGE AGREEMENT BY AND AMONG SUNPOWER YC HOLDINGS, LLC, FIRST SOLAR 8POINT3 HOLDINGS, LLC, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC 8POINT3 ENERGY PARTNERS LP Dated as of [ ], 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1

Exhibit 10.10 EXCHANGE AGREEMENT BY AND AMONG SUNPOWER YC HOLDINGS, LLC, FIRST SOLAR 8POINT3 HOLDINGS, LLC, 8POINT3 OPERATING COMPANY, LLC, 8POINT3 GENERAL PARTNER, LLC and 8POINT3 ENERGY PARTNERS LP Dated as of [ ], 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 DEFINITIONS 1 Section 1.2 GENDER 4 Article II EXCHANGE 4 Section 2.1 REDEMPTION AND PURCHASE RIGHTS 4 Section 2.2 EXPIR

RIGHT OF FIRST OFFER AGREEMENT

Exhibit 10.4 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this ?Agreement?) is made and entered into as of the [ ] day of [ ], 2015 (the ?Effective Date?), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?) and First Solar, Inc., a Delaware corporation (the ?Sponsor?), each a ?Party? and, collectively, the ?Parties.?

RIGHT OF FIRST OFFER AGREEMENT

Exhibit 10.5 RIGHT OF FIRST OFFER AGREEMENT THIS RIGHT OF FIRST OFFER AGREEMENT (this ?Agreement?) is made and entered into as of the [ ] day of [ ], 2015 (the ?Effective Date?), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?) and SunPower Corporation, a Delaware corporation (the ?Sponsor?), each a ?Party? and, collectively, the ?Partie

Certificate of Formation of 8point3 Operating Company, LLC dated April 8, 2015

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF 8POINT3 OPERATING COMPANY, LLC This Certificate of Formation of 8point3 Operating Company, LLC (the “Company”), dated as of April 8, 2015, is being duly executed and filed by Lindsey Weidmann, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et.seq.). FIRST: The name of t

As filed with the Securities and Exchange Commission on April 24, 2015

S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 24, 2015 Registration No.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.12 This EQUITY PURCHASE AGREEMENT (this ?Agreement?), dated as of [ ], 2015, is by and between 8point3 Energy Partners LP, a Delaware limited partnership (the ?Partnership?), and 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?). RECITALS WHEREAS, in connection with the proposed initial public offering of Class A Shares of the Partnership (th

OMNIBUS AGREEMENT

Exhibit 10.3 OMNIBUS AGREEMENT THIS OMNIBUS AGREEMENT (this ?Agreement?) is made and entered into as of the [ ] day of [ ], 2015 (the ?Effective Date?), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the ?Operating Company?), 8point3 General Partner, LLC, a Delaware limited liability company (the ?YieldCo General Partner?), 8point3 Holding Company, LLC, a Delawa

MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC SUNPOWER CAPITAL SERVICES, LLC Dated as of [ ] [?], 2015 TABLE OF CONTENTS ARTICLE I INT

Exhibit 10.9 MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC AND SUNPOWER CAPITAL SERVICES, LLC Dated as of [ ] [?], 2015 TABLE OF CONTENTS ARTICLE I INTERPRETATION 1 1.1 Definitions 1 1.2 Construction; Interpretation 6 1.3 Actions by the Service Provider or the Service Recipients 7 AR

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT 8POINT3 GENERAL PARTNER, LLC A Delaware Limited Liability Company Dated as of [ ], 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 12 ARTI

Exhibit 3.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 GENERAL PARTNER, LLC A Delaware Limited Liability Company Dated as of [ ], 2015 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 12 ARTICLE II ORGANIZATION 12 Section 2.1 Formation 12 Section 2.2 Name 13 Section 2.3 Registered Office; Registered Agent; Principal Office;

MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC FIRST SOLAR 8POINT3 MANAGEMENT SERVICES, LLC Dated as of [ ] [—], 2015 TABLE OF CONTENTS

Exhibit 10.8 MANAGEMENT SERVICES AGREEMENT BY AND AMONG 8POINT3 OPERATING COMPANY, LLC, 8POINT3 ENERGY PARTNERS LP, 8POINT3 GENERAL PARTNER, LLC, 8POINT3 HOLDING COMPANY, LLC AND FIRST SOLAR 8POINT3 MANAGEMENT SERVICES, LLC Dated as of [ ] [?], 2015 TABLE OF CONTENTS ARTICLE I INTERPRETATION 1 1.1 Definitions 1 1.2 Construction; Interpretation 6 1.3 Actions by the Service Provider or the Service R

8POINT3 ENERGY PARTNERS LP REGISTRATION RIGHTS AGREEMENT [?], 2015 TABLE OF CONTENTS Section Title Page Section 1. Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registrations 9 Section 4. Lock-Up Agreements 11 Section 5. Regist

Exhibit 10.11 8POINT3 ENERGY PARTNERS LP REGISTRATION RIGHTS AGREEMENT [?], 2015 TABLE OF CONTENTS Section Title Page Section 1. Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registrations 9 Section 4. Lock-Up Agreements 11 Section 5. Registration Procedures 11 Section 6. Registration Expenses 15 Section 7. Indemnification and Contribution 16 Section 8. Underwritten Offering

8point3 Energy Partners ESP

Correspondence 8POINT3 ENERGY PARTNERS LP 77 Rio Robles San Jose, California 95134 April 24, 2015 BY EDGAR United States Securities and Exchange Commission 100 F Street, N.

Certificate of Formation of 8point3 General Partner, LLC dated March 2, 2015 (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1

Exhibit 3.5 CERTIFICATE OF FORMATION OF 8POINT3 GENERAL PARTNER, LLC This Certificate of Formation of 8point3 General Partner, LLC (the ?Company?) , dated as of March 2, 2015, is being duly executed and filed by Lindsey Wiedmann, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. ?18-101, et.seq.). FIRST: The name of the limited

Certificate of Limited Partnership of 8point3 Energy Partners LP dated March 2, 2015

Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF 8POINT3 ENERGY PARTNERS LP This Certificate of Limited Partnership of 8point3 Energy Partners LP (the ?Partnership?), dated March 2, 2015, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the ?Act?) to form a limited partnership under the Act. Article One The name of the limited

As filed with the Securities and Exchange Commission on March 10, 2015

Form S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on March 10, 2015 Registration No.