UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-K/A


(Amendment No. 1)


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(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


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8point3 Energy Partners LP


(Exact name of Registrant as specified in its Charter)


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Delaware47-3298142(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.)77 Rio RoblesSan Jose, California95134(Address of principalexecutive offices)(Zip Code)(408) 240-5500(Registrant’s telephone number, including area code)


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Securities registered pursuant to Section 12(b) of the Act:


Class A Shares representing limited partner interestsNASDAQ Global Select Market(Title of each class)(Name of exchange on which registered


Securities registered pursuant to Section 12(g) of the Act: None


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Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☒


Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  ☒    No  ☐








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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐Small reporting company ☐Emerging growth company ☒(Do not check if a small reporting company)


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒


The aggregate market value of the registrant’s Class A Shares held by non-affiliates on May 31, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter (based on the closing sale price of $13.64 of the Registrant’s Class A shares, as reported by the NASDAQ Global Select Market on such date) was approximately $382.0 million .


As of March 19, 2018, 28,093,305 shares of the Registrant’s Class A Shares were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:


None.











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EXPLANATORY NOTE





8point3 Energy Partners LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to include in its Annual Report on Form 10-K for the fiscal year ended November 30, 2017 (the “Original 10-K”), pursuant to Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, financial statements and related notes of SG2 Holdings, LLC (“SG2 Holdings”), NS Solar Holdings, LLC (“North Star Holdings”), and Parrey Holding Company, LLC (“Henrietta Holdings”), in which the Partnership owns a 49% interest, as well as Desert Stateline Holdings, LLC ("Stateline Holdings") in which the Partnership owns a 34% interest.





Rule 3-09 of Regulation S-X provides that if a 50% or less-owned person accounted for by the equity method meets the first or third condition of the significant subsidiary tests set forth in Rule 1-02(w) of Regulation S-X, substituting 20% for 10%, separate annual financial statements for such 50% or less-owned person corresponding to the periods covered by the financial statements of the Partnership included in the Original 10-K shall be filed. SG2 Holdings met the significance test in fiscal 2017, 2016 and 2015. North Star Holdings met the significance test in fiscal 2017 and 2015. Henrietta Holdings and Stateline Holdings met the significance test in fiscal 2017. As a result, the Partnership has included in this Form 10-K/A separate annual consolidated financial statements for these investees. The consolidated financial statements of SG2 Holdings and North Star Holdings are audited as of December 31, 2017 and 2016 and for the periods ended December 31, 2017, 2016, and 2015. Henrietta Holdings and Stateline Holdings are audited as of and for the periods ended December 31, 2017 and 2016. The consolidated financial statements are prepared in accordance with U.S. GAAP.





Item 15 is the only portion of the Original 10-K being supplemented or amended by this Form 10-K/A. Additionally, in connection with the filing of this Form 10-K/A and pursuant to SEC rules, the Partnership is including the consents of the independent auditors of SG2 Holdings, North Star Holdings, Henrietta Holdings and Stateline Holdings and currently dated certifications. This Form 10-K/A does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Partnership’s filings with the SEC subsequent to the filing of the Original 10-K.











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PART IV





Item 15. Exhibits and Financial Statement Schedules.





(a)    The following documents are filed as a part of this Annual Report on Form 10-K.





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|(1) | Financial Statements:




The financial statements and supplementary information listed in the Index to Financial Statements, which appears in Part II, Item 8. “Financial Statements and Supplementary Data,” are filed as part the Original 10-K.





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|(2) | Financial Statement Schedule:




All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial Statements or Notes to Consolidated Financial Statements under Part II, Item 8. “Financial Statements and Supplementary Data” of the Original 10-K.





The consolidated financial statements of SG2 Holdings, North Star Holdings and Henrietta Holdings, 49% owned equity method investees, as well as Stateline Holdings, a 34% owned equity method investee, required pursuant to Rule 3-09 of the Securities and Exchange Commission’s Regulation S-X, are provided as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6 to this Form 10-K/A. The consolidated financial statements of SG2 Holdings and North Star Holdings are audited as of December 31, 2017 and 2016 and for the periods ended December 31, 2017, 2016, and 2015. Henrietta Holdings and Stateline Holdings are audited as of and for the periods ended December 31, 2017 and 2016. The consolidated financial statements are prepared in accordance with U.S. GAAP.





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|(3) | Exhibits: See Item 15(b) below.




(b)    Exhibits: The exhibits listed on the Index to Exhibits on the Original 10-K are amended by the addition of the exhibits listed on the accompanying Index to Exhibits in this Form 10-K/A.











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Exhibit IndexExhibitIncorporated by ReferenceNumberDescriptionFormFile No.ExhibitFiling Date23.1*Consent of Frazier & Deeter, LLC, Independent Auditors.————23.2*Consent of Deloitte & Touche LLP, Independent Auditors.————31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.————31.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.————32.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.————32.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.————99.1*Financial Statements of SG2 Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.————99.2*Financial Statements of NS Solar Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.————99.3*Financial Statements of Parrey Holding Company, LLC as of and for the periods ended December 31, 2017 and 2016.————99.4*Financial Statements of Desert Stateline Holdings, LLC as of and for the periods ended December 31, 2017 and 2016.————99.5*Financial Statements of SG2 Holdings, LLC as of and for the periods ended December 31, 2016 and 2015.————99.6*Financial Statements of NS Solar Holdings, LLC as of and for the periods ended December 31, 2016 and 2015.————


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|* | Filed herewith

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|** | Furnished herewith










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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.





8point3 Energy Partners LPBy:8point3 General Partner, LLCits general partnerDate:March 21, 2018By:/s/ CHARLES D. BOYNTONCharles D. BoyntonChairman of the Board, Chief Executive Officer and Director(Principal Executive Officer)