CAFD / 8point3 Energy Partners LP - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

8point3 Energy Partners LP
US ˙ NASDAQ
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
CIK 1635581
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 8point3 Energy Partners LP
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
June 28, 2018 15-12B

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

June 27, 2018 POS AM

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.

June 27, 2018 S-8 POS

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.

June 20, 2018 EX-3.1

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

June 20, 2018 8-K

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.

June 20, 2018 EX-99.1

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

June 11, 2018 8-K

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

May 23, 2018 8-K

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

May 9, 2018 DEFA14A

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

May 9, 2018 8-K

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.

May 4, 2018 8-K

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.

April 23, 2018 DEFA14A

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

April 6, 2018 DEFA14A

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

April 6, 2018 EX-99.1

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

April 6, 2018 8-K

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.

April 6, 2018 DEFM14A

CAFD / 8point3 Energy Partners LP DEFM14A

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

April 5, 2018 8-K

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.

April 5, 2018 DEFA14A

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.

March 28, 2018 DEFA14A

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

March 28, 2018 8-K

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

March 28, 2018 EX-99.1

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

March 28, 2018 10-Q

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

March 21, 2018 EX-99.3

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

March 21, 2018 10-K/A

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-

March 21, 2018 EX-99.6

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

March 21, 2018 EX-99.1

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

March 21, 2018 EX-99.4

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

March 21, 2018 EX-99.5

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

March 21, 2018 EX-99.2

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

March 19, 2018 PREM14A

CAFD / 8point3 Energy Partners LP PREM14A

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

February 27, 2018 DFAN14A

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

February 15, 2018 8-K

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

February 12, 2018 SC 13G/A

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

February 8, 2018 SC 13G/A

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

February 7, 2018 DFAN14A

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

February 7, 2018 DFAN14A

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

February 6, 2018 EX-99.1

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.

February 6, 2018 8-K

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

February 6, 2018 DEFA14A

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

February 6, 2018 EX-99.1

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.

February 6, 2018 8-K

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

February 6, 2018 EX-99.1

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.

February 6, 2018 DEFA14A

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

February 6, 2018 EX-99.1

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.

February 6, 2018 EX-2.1

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

February 6, 2018 EX-99.2

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

February 6, 2018 EX-99.1

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

February 6, 2018 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

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

February 5, 2018 EX-2.1

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

February 5, 2018 8-K

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

February 5, 2018 10-K

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

February 5, 2018 EX-99.2

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

February 5, 2018 EX-21

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

February 5, 2018 EX-99.1

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

February 2, 2018 SC 13G/A

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

October 4, 2017 EX-99.1

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

October 4, 2017 8-K

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

October 4, 2017 10-Q

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.

August 22, 2017 8-K

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

August 17, 2017 8-K

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

July 28, 2017 8-K

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

July 14, 2017 8-K

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.

June 29, 2017 8-K

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

June 29, 2017 EX-99.1

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

June 29, 2017 10-Q

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.

June 13, 2017 EX-10.1

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

June 13, 2017 EX-2.1

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

June 13, 2017 8-K

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

April 6, 2017 EX-10.1

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

April 5, 2017 10-Q

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

April 5, 2017 8-K

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

April 5, 2017 EX-99.1

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.

March 20, 2017 8-K

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

March 6, 2017 10-K/A

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

March 6, 2017 EX-99.1

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

March 6, 2017 EX-99.2

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

March 1, 2017 EX-2.1

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

March 1, 2017 8-K

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

March 1, 2017 EX-10.1

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

February 14, 2017 EX-10.1

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

February 14, 2017 8-K

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

February 14, 2017 8-K/A

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

February 14, 2017 SC 13G/A

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

February 14, 2017 EX-99.4

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

February 14, 2017 EX-99.3

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

February 14, 2017 EX-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

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

February 14, 2017 EX-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

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

February 13, 2017 SC 13G/A

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

February 13, 2017 SC 13G

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

February 9, 2017 SC 13G/A

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

January 31, 2017 424B5

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

January 31, 2017 8-K

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

January 31, 2017 EX-1.1

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

January 26, 2017 10-K

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

January 26, 2017 8-K

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

January 26, 2017 EX-99.1

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

January 26, 2017 EX-21

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

January 9, 2017 8-K

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

December 5, 2016 EX-10.2

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 “

December 5, 2016 EX-10.3

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

December 5, 2016 8-K

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

December 5, 2016 EX-2.1

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

December 5, 2016 EX-10.1

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

November 14, 2016 EX-2.1

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

November 14, 2016 EX-99.1

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

November 14, 2016 8-K

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

October 3, 2016 10-Q

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:

October 3, 2016 8-K

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

October 3, 2016 EX-10.1

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

October 3, 2016 EX-2.1

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

October 3, 2016 EX-10.2

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”),

October 3, 2016 EX-10.3

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,

September 23, 2016 8-K

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

September 23, 2016 EX-1.1

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

September 23, 2016 424B5

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.

September 22, 2016 424B3

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

September 22, 2016 8-K

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

September 22, 2016 EX-2.1

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

September 22, 2016 EX-99.1

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

September 20, 2016 EX-99.1

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

September 20, 2016 8-K

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

September 14, 2016 8-K

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

September 14, 2016 EX-10.1

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

August 30, 2016 CORRESP

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.

August 24, 2016 S-3/A

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

August 24, 2016 S-3/A

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

August 24, 2016 CORRESP

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.

August 24, 2016 CORRESP

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.

August 5, 2016 CORRESP

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.

July 6, 2016 8-K

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

July 6, 2016 EX-10.1

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,

July 1, 2016 S-3

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.

June 30, 2016 10-Q

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.

June 29, 2016 EX-99.1

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

June 29, 2016 EX-2.1

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

June 29, 2016 EX-10.1

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

June 29, 2016 8-K

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

June 27, 2016 8-K

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

April 7, 2016 EX-10.2

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

April 7, 2016 8-K

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

April 7, 2016 EX-10.3

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

April 7, 2016 EX-10.1

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

April 6, 2016 10-Q

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

April 6, 2016 8-K

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

April 6, 2016 EX-99.1

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

April 1, 2016 EX-99.1

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

April 1, 2016 EX-10.1

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

April 1, 2016 EX-2.1

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

April 1, 2016 EX-2.2

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

April 1, 2016 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): 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

April 1, 2016 EX-10.2

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

March 1, 2016 10-KT/A

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

February 16, 2016 SC 13G/A

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

February 12, 2016 SC 13G

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

February 11, 2016 SC 13G/A

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

February 9, 2016 SC 13G

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

January 28, 2016 10-KT

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

January 27, 2016 EX-10.1

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

January 27, 2016 EX-99.1

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

January 27, 2016 EX-2.1

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

January 27, 2016 8-K

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

January 27, 2016 8-K

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

January 27, 2016 EX-99.1

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

January 22, 2016 SC 13G/A

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

January 21, 2016 SC 13G/A

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

December 23, 2015 SC 13G/A

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

December 7, 2015 EX-99.1

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:

December 7, 2015 8-K

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

December 4, 2015 8-K

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

December 4, 2015 EX-10.1

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

October 1, 2015 10-Q

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.

September 30, 2015 8-K

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

September 30, 2015 EX-99.1

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

August 17, 2015 EX-10.3

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

August 17, 2015 EX-10.1

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

August 17, 2015 8-K

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

August 17, 2015 EX-10.2

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

August 11, 2015 10-Q

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

August 11, 2015 8-K

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

July 14, 2015 8-K

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

July 14, 2015 EX-99.1

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

July 14, 2015 S-8

8point3 Energy Partners S-8

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

July 14, 2015 EX-4.4

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

July 10, 2015 SC 13G

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

June 30, 2015 EX-10.4

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

June 30, 2015 EX-10.10

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

June 30, 2015 EX-10.7

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

June 30, 2015 EX-3.2

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

June 30, 2015 EX-10.1

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

June 30, 2015 EX-3.3

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

June 30, 2015 EX-10.3

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

June 30, 2015 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 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

June 30, 2015 EX-10.2

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

June 30, 2015 EX-10.6

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

June 30, 2015 EX-3.1

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

June 30, 2015 EX-10.9

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

June 30, 2015 EX-10.5

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

June 30, 2015 EX-10.8

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

June 26, 2015 SC 13G

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

June 26, 2015 EX-99.1

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

June 24, 2015 EX-10.1

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

June 24, 2015 EX-1.1

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

June 24, 2015 8-K

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

June 22, 2015 424B4

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

June 16, 2015 CORRESP

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

June 16, 2015 CORRESP

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.

June 16, 2015 S-1/A

8point3 Energy Partners S-1/A

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

June 16, 2015 CORRESP

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.

June 15, 2015 8-A12B

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

June 10, 2015 S-1/A

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.

June 9, 2015 EX-10.3

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,

June 9, 2015 EX-10.1

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

June 9, 2015 EX-10.6

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

June 9, 2015 S-1/A

8point3 Energy Partners S-1/A

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

June 9, 2015 EX-1.1

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

June 8, 2015 CORRESP

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

June 4, 2015 CORRESP

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.

June 4, 2015 EX-23.8

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

June 4, 2015 S-1/A

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

June 4, 2015 EX-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 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

June 4, 2015 EX-10.7

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

June 4, 2015 EX-23.9

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

June 4, 2015 EX-23.7

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

June 4, 2015 EX-23.10

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,

May 20, 2015 S-1/A

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.

May 19, 2015 CORRESP

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.

April 27, 2015 EX-10.10

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

April 27, 2015 EX-10.4

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.?

April 27, 2015 EX-10.5

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

April 27, 2015 EX-3.3

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

April 27, 2015 S-1/A

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.

April 27, 2015 EX-10.12

[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

April 27, 2015 EX-10.3

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

April 27, 2015 EX-10.9

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

April 27, 2015 EX-3.6

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;

April 27, 2015 EX-10.8

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

April 27, 2015 EX-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. 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

April 24, 2015 CORRESP

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.

March 10, 2015 EX-3.5

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

March 10, 2015 EX-3.1

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

March 10, 2015 S-1

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.

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