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New/Upcoming CFIUS Filing: Capital Dynamics and 8point3 Energy Partners LP

Status: New/Upcoming

Acquirer:             Capital Dynamics (Switzerland)

Acquired:             8point3 Energy Partners LP (US)

Value:                   Approx. US$977 million

Industry:              Energy

On February 5, 2018, 8point3 Energy Partners LP, a Delaware limited partnership, announced that it and various other operating and management entities of 8point3 Energy Partners, entered into announced it has entered into an Agreement and Plan of Merger and Purchase Agreement with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors, pursuant to which Capital Dynamics will acquire 8point3 Energy Partners through an acquisition of 8point3 General Partner, LLC, the general partner of 8point3 Energy Partners, all of the outstanding Class A shares in the Partnership, and all of the outstanding common and subordinated units and incentive distribution rights in 8point3 Operating Company, LLC, the Partnership’s operating company. (See 8point3 Energy Partners LP Form 8-K, Feb. 5, 2018, SEC Filing; 8point3 Energy Partners Press Release, 8point3 Enters Into A Definitive Agreement To Be Acquired By Capital Dynamics, Feb. 5, 2018.) The completion of the acquisition “is subject to a number of closing conditions, including . . . the approval of the Committee on Foreign Investment in the United States (CFIUS).” (8point3 Energy Partners Press Release, 8point3 Enters Into A Definitive Agreement To Be Acquired By Capital Dynamics, Feb. 5, 2018.)

“8point3 Energy Partners LP (NASDAQ:CAFD) is a limited partnership formed by First Solar, Inc. and SunPower Corporation to own, operate and acquire solar energy generation projects.” (Id.) Capital Dynamics Holding AG, including its affiliated entities, is a Swiss based global asset manager and private equity investor. (See Capital Dynamics Press Release, Capital Dynamics successfully closes US Solar Energy Fund, July 10, 2012.) Capital Dynamics already “owns and operates 2.2 GW of net capacity spanning 100 solar, wind, biomass, conventional gas generation and waste gas-fueled power generation sites” as of December 2017, including recently having “[a]cquired 1.1GW of solar power generation capacity in 2017.” (Investor Presentation, 8point3 Energy Partners LP Form 8-K, Ex-9.1, Feb. 5, 2018, SEC Filing.)

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