Investigation Overview
An investigation on behalf of investors, who currently hold shares of 8point3 Energy Partners LP (NASDAQ: CAFD), was announced concerning whether the takeover of 8point3 Energy Partners LP. is unfair to NASDAQ: CAFD stockholders.
The investigation by a law firm concerns whether certain officers and directors of 8point3 Energy Partners LP breached their fiduciary duties owed to NASDAQ: CAFD investors in connection with the proposed acquisition.
On February 5, 2018, 8point3 Energy Partners LP (NASDAQ:CAFD) announced it has entered into an Agreement and Plan of Merger and Purchase Agreement (the 'Merger Agreement') with CD Clean Energy and Infrastructure V JV, LLC, an investment fund managed by Capital Dynamics, Inc., and certain other co-investors (collectively, 'Capital Dynamics'), pursuant to which Capital Dynamics will acquire 8point3 through an acquisition of 8point3 General Partner, LLC (the 'General Partner'), the general partner of the Partnership (such transaction, the 'GP Transfer'), 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 ('OpCo'), the Partnership's operating company (the 'Proposed Transactions'). Pursuant to the Proposed Transactions, the Partnership's Class A shareholders and First Solar, Inc.(NASDAQ: FSLR) ('First Solar') and SunPower Corporation (NASDAQ: SPWR) ('SunPower' and, together with First Solar, the 'Sponsors'), as holders of common and subordinated units in OpCo, will receive $12.35 per share or per unit in cash, plus a preset daily amount representing cash expected to be generated from December 1, 2017 through closing less any distributions received after the execution of the Merger Agreement and prior to closing.
However, the investigation concerns whether the offer is unfair to 8point3 Energy Partners LP (NASDAQ: CAFD stockholders. More specifically, the investigation concerns whether the 8point3 Energy Partners LP (NASDAQ: CAFD Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
8point3 Energy Partners LP reported that its Total Revenue rose from $61.19 million for the 12 months period that ended on November 30, 2016 to $70.08 million for the 12 months period that ended November 30, 2017.
Shares of 8point3 Energy Partners LP (NASDAQ: CAFD) traded as high as $15.40 per share in late 2017.